First Nordic Metals Corp. (TSXV:FNM) (OTCQB:FNMCF) announced that it has amended the terms of its previously announced “best efforts” financing to increase the size of the offering from C$10 million to up to C$13.4 million (the “Upsized Offering“).
Under the terms of the Upsized Offering, Haywood Securities Inc. (“Haywood“), as co-lead agent and sole bookrunner, alongside Ventum Financial Corp. (“Ventum“) as co-lead agent, on its own behalf and on behalf of Ventum and a syndicate of agents including Research Capital Corporation, Hannam & Partners LLP, Red Cloud Securities Inc., and Roth Canada, Inc. (together with Haywood and Ventum, the “Agents“), have agreed to sell, on a “best efforts” private placement basis, up to 36,244,444 units of the Company (the “Units“) at a price per Unit of C$0.37 (the “Issue Price“) for aggregate gross proceeds to the Company of up to C$13,410,444, to be issued and sold on a prospectus-exempt basis pursuant to the ‘listed issuer financing exemption’ under applicable Canadian securities laws, and subject to all necessary regulatory and stock exchange approvals. The minimum amount of the Upsized Offering remains C$5,000,000.
Each Unit will consist 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 will entitle 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 Upsized Offering. The expiry date of the Warrants may be accelerated by the Company at any time following the closing date of the Upsized Offering and prior to the expiry date of the Warrants if the volume-weighted average trading price of the Company’s common shares is greater than C$0.75 for any 20 consecutive trading days, at which time the Company may accelerate the expiry date by issuing a press release to announce the reduced warrant term whereupon the Warrants will expire on the 20th calendar day after the date of such press release.
The Company has agreed to grant the Agents an option (the “Agents’ Option“) to sell up to an additional 15% of the Upsized Offering in Units at the Issue Price for additional gross proceeds to the Company of up to C$2,011,567.
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 will be offered in accordance with the ‘listed issuer financing exemption’ in Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106“), to purchasers in any province of Canada, except Québec. The Units issued and sold under the Upsized Offering will not be subject to a ‘hold period’ pursuant to applicable Canadian securities laws. There is an offering document related to the offering of Units that can be accessed under the Company’s issuer profile at www.sedarplus.ca and on the Company’s website at www.firstnordicmetals.com. Prospective investors should read this offering document before making an investment decision concerning the Units. The Units to be issued and sold under the Upsized Offering will not be subject to resale restrictions pursuant to applicable Canadian securities laws.
The Upsized Offering is expected to close on or about July 31, 2025, and is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange (“TSXV“) and the applicable securities regulatory authorities.
In consideration for their services, the Company has agreed to pay the Agents a cash commission equal to 6.0% of the gross proceeds from the Upsized Offering (subject to reduction to 3.0% on certain president’s list purchases) and 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 Upsized 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 Upsized Offering.
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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