First Nordic closes private placements totalling $80M

Executive Summary

• First Nordic Metals Corp. closed a C$68 million non‑brokered and C$12 million brokered private placement, raising approximately $80 million in gross proceeds.
• The proceeds will fund exploration of the combined NordCo Gold portfolio and cover transaction costs for the acquisition of Mawson Finland Ltd., expected to close in December 2025.
• Insider subscriptions represent less than 25 % of market cap; related‑party approvals were obtained under TSX Venture Exchange policies.

Key Details

• Non‑brokered private placement: 178,947,368 subscription receipts issued at C$0.38 each → ~C$68 million gross proceeds.
• Brokered private placement: 31,578,947 subscription receipts issued (lead agent Desjardins Capital Markets; syndicate includes H&P Advisory Ltd., Haywood Securities Inc.) → ~C$12 million gross proceeds.
• Total financing: Approx. $80 million in aggregate gross proceeds.
• Use of proceeds: Finance exploration programs across the NordCo Gold portfolio, cover transaction costs related to Mawson acquisition, and provide working capital/general corporate purposes.
• Escrow arrangement: Net proceeds (after expenses and 50 % of agent’s fee) held in escrow pending satisfaction of closing conditions for the Mawson transaction and other customary conditions.
• Finder & advisory fees:
• Cash finders’ fees – $258,000; issuance of 1,091,273 NordCo Gold shares to finders.
• Advisory shares – 3,568,563 NordCo Gold shares issued to corporate advisor.
• Brokered placement agent commission – $720,000 (6 % of brokered gross proceeds).
• Insider participation: Insiders subscribed for 1,447,650 non‑brokered subscription receipts; deemed a related‑party transaction but exempt from formal valuation and minority approval under MI 61‑101 because it represents ≤25 % of market cap.
• Transaction with Mawson Finland Ltd.: Definitive arrangement agreement signed Sept 14 2025 for First Nordic to acquire all Mawson common shares via plan of arrangement; post‑completion entity to be named NordCo Gold (subject to a 1‑for‑4 share consolidation).
• Share conversion: Each subscription receipt converts, at no additional cost, into one NordCo Gold share (adjusted for the consolidation) upon transaction completion. Subscription receipts subject to four‑month statutory hold; underlying NordCo Gold shares will not be.
• Closing timeline: Mawson shareholders to vote Dec 4 2025; pending 66⅔ % shareholder approval, Ontario Superior Court sanction, TSX Venture Exchange acceptance, and other closing conditions, the transaction is expected to close in December 2025.

Notable Quotes

(No direct quotes were provided in the release.)