First Nordic increases placement to $68-million

Executive Summary

• First Nordic Metals upsized its non‑brokered private placement to raise up to $68 million and launched a brokered private placement for up to $12 million, targeting total gross proceeds of ≈ $80 million.
• The company entered into a definitive arrangement agreement to acquire all outstanding shares of Mawson Finland Ltd., creating the combined entity NordCo Gold.
• Post‑transaction share structure: current First Nordic shareholders ~46%, Mawson shareholders ~23%, and private placement subscribers ~31% of NordCo Gold’s ~173 million basic shares.

Key Details

• Non‑brokered Private Placement
• Up to 178,947,368 subscription receipts at $0.38 each → gross proceeds up to $68 M.
• Brokered Private Placement
• Agreement with Desjardins Capital Markets (lead agent & sole bookrunner).
• Up to 31,578,947 brokered subscription receipts at $0.38 each → gross proceeds up to $12 M.
• Closing Timeline

• Both offerings expected to close on or about Oct. 15, 2025 pending TSX‑V approval.

• Arrangement with Mawson Finland Ltd.

• Definitive arrangement agreement signed Sept. 14, 2025 to acquire all Mawson common shares via a plan of arrangement.
• Consolidation ratio: 4 pre‑consolidation shares → 1 post‑consolidation share.
• Pre‑transaction basic shares: 318,228,805 → post‑consolidation ≈ 79.6 M.

• After transaction & offerings, NordCo Gold expected to have ≈173.3 M basic shares outstanding.

• Ownership Post‑Transaction

• First Nordic shareholders: ~46% of NordCo Gold.
• Mawson shareholders: ~23%.

• Private placement subscribers (both offerings): ~31%.

• Use of Proceeds

• Finance exploration programs across the combined Swedish‑Finnish portfolio.

• Cover costs related to the Mawson arrangement and working capital/general corporate purposes.

• Escrow & Fees

• Net proceeds (after expenses & 50% of agents’ fee) held in escrow pending transaction closing conditions.
• Finders’ fees may be paid under customary agreements.

• Agents’ cash commission: 6.0% of brokered placement gross proceeds.

• Hold Period

• Subscription receipts subject to a statutory four‑month hold period after closing; underlying NordCo Gold shares will not have a hold period once issued.

Notable Quotes

(No direct quotes were provided in the release.)