First Nordic Metals

First Nordic Closes C$11.5 Million Oversubscribed Bought Deal Private Placement

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First Nordic Closes C$11.5 Million Oversubscribed Bought Deal Private Placement

Vancouver, BC, Canada – November 26, 2024 – First Nordic Metals Corp. (the “Company” or “FNM“) (TSX.V: FNM, OTCQB: FNMCF, Germany: HEG0) is pleased to announce that it has closed its previously announced “bought deal” private placement offering (the “Offering“) for aggregate gross proceeds of C$11,500,368, including the exercise in full of the option granted to the Underwriters (as more particularly described in the news release of the Company dated October 30, 2024). The Offering consisted of the issuance of 34,849,600 units of the Company (the “Offered Units“) at a price of C$0.33 per Offered Unit (the “Issue Price“).

Haywood Securities Inc. (“Haywood“), as lead underwriter and sole bookrunner, together with Ventum Financial Corp. (together with Haywood, the “Underwriters“) acted as underwriters of the Offering.

Each Offered Unit consists of one common share in the capital of the Company 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 in the capital of the Company at a price of C$0.45 for a period of 24 months from the closing date of the Offering.

The net proceeds from the sale of the Offered Units will be used by the Company for exploration at its Gold Line Belt projects in northern Sweden, and for general working capital and corporate purposes.

All securities issued under the Offering 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 TSX Venture Exchange (the “Exchange“).

In consideration for its services, the Company (i) paid the Underwriters a cash commission equal to 6.0% of the gross proceeds from the Offering (other than in respect of the gross proceeds raised from the issuance of Offered Units to a certain institutional investor, for which a reduced commission of 3.0% was paid), and (ii) issued to the Underwriters that number of non-transferable compensation options (the “Compensation Options“) as is equal to 6.0% of the aggregate number of Offered Units sold under the Offering. Each Compensation Option is exercisable to acquire one common share of the Company at a price equal to the Issue Price for a period of 24 months from the closing date of the Offering.

Certain insiders of the Company subscribed for a total of 1.6 million Offered 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 the 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) insofar 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 the closing and the Company wished to close the Offering as soon as practicable for sound business reasons.

The Offered 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 news 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.

ABOUT FIRST NORDIC METALS

The Company’s flagship asset is the Barsele gold project, located in northern Sweden and in a joint venture with senior gold producer Agnico Eagle Mines Limited. Immediately surrounding the Barsele project, FNM is the 100%-owner of a district-scale license position of close to 100,000 hectares on Gold Line Belt. Additionally, in northern Finland FNM is the 100%-owner of a districtscale position covering the entire 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: [email protected]

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 news release may include forward-looking statements that are subject to inherent risks and uncertainties, including statements with respect to the Offering, the intended use of proceeds of the Offering, and the ability to obtain final Exchange approval in respect of the Offering. All statements within this news release, other than statements of historical fact, are to be considered forward looking. Although First Nordic 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 or developments may differ materially from those described in forward-looking statements. Factors that could cause actual results to differ materially from those described in forward-looking statements include fluctuations in market prices, including metal prices, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. Subject to applicable securities laws, the Company does not assume any obligation to update or revise the forward-looking statements contained herein to reflect events or circumstances occurring after the date of this news release.

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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.