Mr. Adam Cegielski reports
FIRST NORDIC UPSIZES NON-BROKERED PRIVATE PLACEMENT TO $68 MILLION & LAUNCHES ADDITIONAL $12 MILLION BROKERED PRIVATE PLACEMENT
Further to First Nordic Metals Corp.'s transaction (as defined below) and the $30-million non-brokered private placement announced on Sept. 15, 2025, it has: (i) upsized the concurrent private placement to raise gross proceeds of up to $68-million; and (ii) entered into an agreement with Desjardins Capital Markets, on behalf of a syndicate of 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 at a price of 38 cents per brokered subscription receipt for aggregate gross proceeds to First Nordic of up to $12-million.
Under the upsized concurrent private placement, First Nordic now expects to issue up to 178,947,368 subscription receipts of First Nordic at a price of 38 cents per non-brokered subscription receipt for aggregate gross proceeds of up to $68-million.
On Sept. 14, 2025, First Nordic and Mawson Finland Ltd. entered into a definitive 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. Refer to the press release dated Sept. 15, 2025, for further details on the transaction.
The transaction will consolidate a large and prospective gold development and exploration portfolio in Sweden and Finland, including First Nordic's Barsele joint venture project and Gold Line belt projects in northern Sweden and Oijarvi project in northern Finland, and Mawson's Rajapalot project and surrounding Rompas-Rajapalot property in northern Finland.
In connection with the transaction, the common shares of First Nordic will be consolidated on the basis of four preconsolidation shares for each one postconsolidation share. Prior to the transaction and consolidation and as of the date hereof, First Nordic has 318,228,805 basic shares outstanding, consolidating to approximately 79.6 million basic shares following the consolidation, and following transaction and the offerings, NordCo Gold is expected to have approximately 173.3 million basic shares outstanding. On closing of the transaction and the offerings, current First Nordic shareholders are expected to own approximately 46 per cent, current Mawson shareholders are expected to own approximately 23 per cent and subscribers under the offerings are expected to own approximately 31 per cent, respectively, of the issued and outstanding NordCo Gold shares, assuming completion of the offerings for an aggregate of approximately $80-million.
Each brokered subscription receipt and non-brokered 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 common share of NordCo Gold (to be adjusted to reflect the consolidation). The subscription receipts will be subject to a statutory four-month hold period following closing of the concurrent private placement and brokered private placement; 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 $80-million from the offerings will be used to finance 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 per cent of the agents fee (as defined below), 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.
First Nordic may pay finders' fees to certain finders in respect of subscriptions received from investors in the concurrent private placement, subject to entering into customary finder's fee agreements with such finders and the policies of the TSX-V. First Nordic will pay the agents a cash commission equal to 6.0 per cent of the gross proceeds of the brokered private placement. The offerings are subject to approval of the TSX-V. The offerings are each expected to close on or about Oct. 15, 2025.
About First Nordic Metals Corp.
First Nordic Metals 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 Ltd. Immediately surrounding the Barsele project, First Nordic is 100-per-cent owner of a district-scale licence position comprised of two additional projects (Paubacken, 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-per-cent owner of a district-scale position covering the entire underexplored Oijarvi greenstone belt, including the Kylmakangas deposit, the largest known gold occurrence on this belt.
About Mawson Finland Ltd.
Mawson Finland 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-per-cent interest in the Rajapalot gold-cobalt project located in Finland. The Rajapalot project represents approximately 5 per cent 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.
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