First Nordic closes private placements totalling $80M

Mr. Russell Bradford reports FIRST NORDIC CLOSES C$68 MILLION UPSIZED NON-BROKERED PRIVATE PLACEMENT AND C$12 MILLION BROKERED PRIVATE PLACEMENT First Nordic Metals Corp. has closed its previously announced non-brokered private placement and its best effort brokered private placement of subscription receipts raising aggregate gross proceeds of approximately $80-million. Pursuant to the non-brokered private placement, First Nordic issued 178,947,368 subscription receipts at a price of 38 cents per non-brokered subscription receipt for aggregate gross proceeds of approximately $68-million. The brokered private placement was led by Desjardins Capital Markets as lead agent and sole bookrunner for and on behalf of a syndicate of agents including H&P Advisory Ltd. and Haywood Securities Inc. Pursuant to the brokered private placement, First Nordic issued a total of 31,578,947 subscription receipts at the offering price for aggregate gross proceeds of approximately $12-million. On Sept. 14, 2025, First Nordic and Mawson Finland Ltd. entered into a definitive arrangement agreement pursuant to which First Nordic agreed to acquire all the issued and outstanding common shares of Mawson by way of a plan of arrangement (with First Nordic following completion of the transaction referred to herein as NordCo Gold). Refer to the press release of First Nordic and Mawson dated Sept. 15, 2025, for further details on the transaction. Each brokered subscription receipt and non-brokered subscription receipt entitle the holders thereof to receive, for no additional consideration and without further action on the part of the holder thereof, at the effective time of the transaction, one common share of NordCo Gold (to be adjusted to reflect a one-for-four consolidation to be completed by First Nordic prior to completion of the transaction). The subscription receipts are subject to a statutory four-month hold period; however, the underlying NordCo Gold shares will not be subject to a statutory hold period under applicable Canadian securities laws once issued in connection with the completion of the transaction. Proceeds from the offerings will be used to finance exploration programs across the combined portfolio of NordCo Gold, for costs related to the transaction, and for working capital and general corporate purposes. The proceeds of the offerings, net of certain expenses and 50 per cent of the agent's fee (as defined below), are held in escrow pending the satisfaction of the escrow release conditions, including the satisfaction of the conditions to the closing of the transaction, and certain other customary conditions. In connection with the non-brokered private placement, First Nordic will pay aggregate cash finders' fees of $258,000 to certain finders and will issue an aggregate of 1,091,273 NordCo Gold shares (to be adjusted to reflect the consolidation) to certain other finders, in each case, for their efforts in placing subscriptions under such financing. In addition, First Nordic will issue an aggregate of 3,568,563 NordCo Gold shares (to be adjusted to reflect the consolidation) to an adviser in connection with providing corporate advisory services for the non-brokered private placement. In connection with the brokered private placement, First Nordic will pay the agents a cash commission of $720,000, being 6.0 per cent of the gross proceeds of the brokered private placement. Payment of the finders' fees, corporate advisory fee and the rest of the agent's fee will be made upon the release from escrow of the proceeds of the offerings. The finder shares and the corporate advisory shares will be issued at a deemed price per share equal to the offering price and will be subject to a four-month statutory hold period under applicable Canadian securities laws. Certain insiders of First Nordic subscribed for a total of 1,447,650 non-brokered subscription receipts under the non-brokered private placement. Each subscription by an insider of First Nordic is considered a related-party transaction of First Nordic within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Subscriptions by insiders of First Nordic in the non-brokered private placement are exempt from the formal valuation requirement of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 and the minority shareholder approval requirement of MI 61-101 in reliance on Section 5.7(1)(a) as the fair market value of the non-brokered private placement, insofar as it involves subscriptions from such insiders, is not more than 25 per cent of First Nordic's market capitalization. Stikeman Elliott LLP acted as counsel for First Nordic in connection with the offerings. Peterson McVicar LLP acted as counsel for Mawson in connection with the offerings. Wildeboer Dellelce LLP acted as counsel for the agents in connection with the brokered private placement. The offerings, including payment of the finders' fees and corporate advisory fee in connection therewith, remain subject to the final acceptance of the TSX Venture Exchange. Transaction update Mawson has called a special meeting of its shareholders to approve the transaction on Dec. 4, 2025. Subject to receipt of the approval of 66-2/3rd per cent of the votes cast by Mawson shareholders at the meeting, approval of the Ontario Superior Court of Justice (commercial list), final acceptance of the TSX Venture Exchange of the arrangement, and satisfaction or waiver of the other closing conditions set out in the arrangement agreement, the transaction is expected to close in December, 2025. About First Nordic Metals Corp. First Nordic is a Canadian-based gold exploration company, consolidating assets in Sweden and Finland, with a vision to create Europe's next gold camp. First Nordic's flagship asset is the Barsele gold project in northern Sweden, a joint venture project with senior gold producer Agnico Eagle Mines Ltd. Immediately surrounding the Barsele project, First Nordic is 100-per-cent owner of a district-scale licence position composed of two additional projects (Paubacken and Storjuktan), which, combined with Barsele, total approximately 80,000 hectares on the Gold Line greenstone belt. Additionally, in northern Finland, First Nordic is the 100-per-cent owner of a district-scale position covering the entire underexplored Oijarvi greenstone belt, including the Kylmakangas deposit, the largest known gold occurrence on this belt. We seek Safe Harbor.