First Nordic Metals Corp. (TSX-V: FNM) (OTCQB: FNMCF) (Germany: HEG0) is pleased to announce that it has closed its previously announced “bought deal” private placement 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 at a price of C$0.33 per Offered Unit.

Haywood Securities Inc. as lead underwriter and sole bookrunner, together with Ventum Financial Corp. 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 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.

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 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. 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.