First Nordic Metals

First Nordic Announces Repricing of Warrants and Warrant Exercise Incentive Program

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First Nordic Announces Repricing of Warrants and Warrant Exercise Incentive Program

June 13, 2024
Regulatory

Vancouver, BC – June 13, 2024 – First Nordic Metals Corp. (the “Company” or “First Nordic”) (TSX.V:FNM, OTCQB:FNMCF, FRA: HEG0) announces that subject to acceptance by the TSX Venture Exchange (the “TSXV”), the Company intends to amend the exercise price of an aggregate of 7,689,579 outstanding common share purchase warrants of the Company that were issued as part of private placements that closed on September 15, 2022 and April 28, 2023, respectively (the “Warrants”). These were private placements of Gold Line Resources Ltd. (“Gold Line”) a TSXV listed issuer acquired by the Company in February 2024, when the Company was then named Barsele Minerals Corp. shortly after the acquisition, the Company rebranded to First Nordic.


The Warrants have a current exercise price of $0.34 and the Company intends to amend the exercise price to $0.29 following receipt of TSXV acceptance of the proposed repricing of the Warrants. All other terms of the Warrants will remain the same, including the expiry dates of September 14, 2024, and April 28, 2025, respectively.


In addition, the Company is pleased to announce a warrant exercise incentive program (the “Incentive Program“), pursuant to which the Company will offer holders of all of the above-noted outstanding Warrants the opportunity to exercise each of their outstanding Warrants between 9:00 a.m. Pacific Standard Time (“PST”) on June 14, 2024, and 4:00 p.m. PST on July 7, 2024. In return for the early exercise, each holder will receive one common share in the capital of the Company (each a “Common Share”) pursuant to the original warrant terms, plus as an incentive, one-half of one common share purchase warrant (each whole warrant, an “Incentive Warrant”). Each Incentive Warrant will allow the holder to acquire one Common Share at an exercise price of $0.40 for a period of two years following the date of the issuance of the Incentive Warrant. The Company anticipates issuing all of the Incentive Warrants on or about July 8, 2024, following conclusion of the Incentive Program. A holder may elect to exercise all, none, or a portion of their outstanding warrants.


Any outstanding Warrants remaining unexercised after 12:00 p.m. PST on June 30, 2024, will remain outstanding and continue to be exercisable pursuant to their existing terms, including the amended exercise price noted above if such amendment is approved by the TSXV.


Holders of Warrants who elect to participate in the Incentive Program will be required to deliver the following to the Company on or prior to 4:00 p.m. PST on July 7, 2024:

  • a duly completed and executed exercise form, in the form which accompanies the certificate
    representing the outstanding Warrants;
  • the original certificate representing the outstanding Warrants being exercised; and
  • the applicable aggregate exercise price (based on the amended exercise price of $0.29) payable to the Company by way of certified cheque, money order, bank draft, or wire transfer in lawful money of Canada.

The proceeds from the early exercise of the outstanding Warrants will be used to advance the Company’s projects in Sweden and Finland and for general working capital.


The Common Shares issued on exercise of the outstanding Warrants will not be subject to any hold period. The Incentive Warrants and any Common Shares issuable upon the exercise of the Incentive Warrants will be subject to a hold period expiring four months after the date of distribution of the Incentive Warrants. The repricing of the Warrants and the Incentive Program are both subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the final approval of the TSXV.


Certain insiders of the Company are expected to participate in the Incentive Program and, as a result, the Incentive Program may constitute a “related party transaction” with-in the meaning of Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions (“MI 61-101”). The Company expects to rely on the exemptions from the formal valuation requirements of MI 61-101 contained in section 5.5(a) and (b) of MI 61-101 on the basis that the fair market value of the transaction with insiders will not be more than 25% of the market capitalization of the Company and no securities of the Company are listed on a specified market set out in such section, and the Company further relies on the exemption from the minority shareholder approval requirements of MI 61-101 contained in Section 5.7(1)(a) of MI 61-101 on the basis of the fair market value of the transaction with insiders will not be more than 25% of the market capitalization of the Company.


About First Nordic Metals
First Nordic’s flagship is the Barsele gold project, located in Sweden and in a joint venture with senior gold producer Agnico Eagle Mines Ltd. The Barsele project currently hosts a combined open pit and underground NI 43-101 Indicated Resource of 324,000 ounces gold and an Inferred resource of 2,086,000 ounces gold (2020, Technical Report and Mineral Resource Estimate for the Barsele Property, InnovExplo). Immediately surrounding the Barsele project, First Nordic is the 100%-owner of a district-scale license position of close to 100,000 hectares on both the prolific Gold Line and Skellefte VMS belts. Additionally, in northern Finland First Nordic holds the entire underexplored Oijärvi Greenstone Belt.


ON BEHALF OF THE BOARD OF DIRECTORS
Taj Singh, M.Eng, P.Eng, CPA
President & CEO, Director


For further information contact:
Alicia Ford
Business Development Manager
Phone: 604-687-8566
Email: info@fnmetals.com


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 policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.


Cautionary Note Regarding Forward-Looking Statements:
This release contains “forward‐looking information” or “forward-looking statements” within the meaning of Canadian securities laws, which may include, but are not limited to statements relating to receipt of TSXV acceptance of the proposed repricing of the Warrants, receipt of TSXV acceptance of the proposed Incentive Program and participation by any holder of Warrants in the Incentive Program. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ from those in the forward-looking statements. Such forward-looking information reflects the Company’s views with respect to future events and is subject to risks, uncertainties and assumptions. Such factors include, among other things: risks and uncertainties relating to exploration and development, the ability of the Company to obtain additional financing, the need to comply with environmental and governmental regulations, fluctuations in the prices of gold and other commodities, operating hazards and risks inherent in the resource industry, competition and other risks and uncertainties, including those described in the Company’s financial statements and/or management discussion and analysis available on www.sedarplus.ca The Company does not undertake to update forward‐looking statements or forward-looking information, except as required by law.

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Cautionary Note Regarding Forward-Looking Statements

This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the terms and conditions of the Arrangement, timing for the hearing for the final order of the Supreme Court of British Columbia to approve the Arrangement and the timing and ability of Gold Line to complete the Arrangement. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Gold Line’s respective management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Gold Line believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of Gold Line. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to obtain necessary approvals in respect of the Arrangement, the ability to consummate the Arrangement,; the ability to obtain requisite court approvals and the satisfaction of other conditions to the consummation of the Arrangement on the proposed terms and schedule; the potential impact on exploration activities; the potential impact of the announcement or consummation of the Arrangement on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; the re-rating potential following the consummation of the Arrangement; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Arrangement. This forward-looking information may be affected by risks and uncertainties in the business of Gold Line and market conditions. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in filings made by Gold Line with the Canadian securities regulators, including Gold Line’s financial statements and related management’s discussion and analysis for the financial year ended December 31, 2022 and its interim financial reports and related management’s discussion and analysis for the period ended September 30, 2023 filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.ca.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Gold Line has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.