/ NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
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VANCOUVER, BC, Nov. 26,
2024 /CNW/ - 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
district-scale position covering the entire Oijärvi Greenstone
Belt.
ON BEHALF OF THE BOARD OF DIRECTORS
Taj Singh, M.Eng, P.Eng, CPA
President & CEO, Director
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.
SOURCE First Nordic Metals Corp.