First Nordic Metals Corp. (TSX.V:FNM) (FNSE:FNMC SDB) (OTCQB:FNMCF) (FRA:HEG0) announced 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 20th 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.
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