VANCOUVER, BC, July 11,
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
3,161,558 outstanding common share purchase warrants of the Company
that were issued as part of a private placement that closed on
August 23, 2022 (the
"Warrants"), and to announce a warrant exercise incentive
program (the "Incentive Program") on these Warrants.
Taj Singh, President and CEO
states: "Based on the success of our recently completed
warrant program, with over 80% of subscribers participating and
over $2 million being raised, we are
opening up a similar warrant reprice / incentive plan on a
near-expiring set of warrants."
The Warrants have a current exercise price of $0.45 and the Company intends to amend the
exercise price to $0.36 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 date of August 23,
2024.
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 the
above-noted outstanding Warrants the opportunity to exercise each
of their outstanding Warrants between 12:00
p.m. Pacific Standard Time ("PST") on July 11, 2024, and 12:00
p.m. PST on July 26, 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 the Incentive Warrants on or about
July 29, 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 July 26, 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 12:00 p.m. PST on
July 26, 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 $0.36) 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" within 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:
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 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.