First Nordic Metals Corp. (TSXV: FNM) (FNSE: FNMC SDB) (OTCQX: FNMCF) (FSE: HEG0) announces that further to the Transaction (as defined below) and the C$30 million non-brokered private placement announced on September 15, 2025 (the “Concurrent Private Placement”), it has: (i) upsized the Concurrent Private Placement to raise gross proceeds of up to C$68 million; and (ii) entered into an agreement 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 for aggregate gross proceeds to First Nordic of up to C$12,000,000 (the “Brokered Private Placement”, together with the Concurrent Private Placement, the “Offerings”).
Under the upsized Concurrent Private Placement, First Nordic now expects to issue up to 178,947,368 subscription receipts of First Nordic (the “Non-Brokered Subscription Receipts”) at a price of C$0.38 per Non-Brokered Subscription Receipt for aggregate gross proceeds of up to C$68,000,000.
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 dated September 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 (“Barsele”) and Gold Line Belt projects in northern Sweden and Oijärvi 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 (4) pre-consolidation shares for each one (1) post-consolidation share (the “Consolidation”). 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%, current Mawson shareholders are expected to own approximately 23% and subscribers under the Offerings are expected to own approximately 31%, respectively, of the issued and outstanding NordCo Gold Shares, assuming completion of the Offerings for an aggregate of approximately C$80,000,000.
Each Brokered Subscription Receipt and Non-Brokered Subscription Receipt (collectively, the “Subscription Receipts“) 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) 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 C$80,000,000 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 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 finder’s 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 TSXV. First Nordic will pay the Agents a cash commission equal to 6.0% of the gross proceeds of the Brokered Private Placement (the “Agents Fee”). The Offerings are subject to approval of the TSXV. The Offerings are each expected to close on or about October 15, 2025.
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