VANCOUVER,
BC, June 13, 2024 /CNW/ - First Nordic
Metals Corp. (the "Company" or "First
Nordic") (TSXV: 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
Follow First Nordic Metals:
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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.
SOURCE First Nordic Metals Corp.