First Nordic Upsizes Non-Brokered Private Placement to $68 Million & Launches Additional $12 Million Brokered Private Placement
Summary
On closing of the Transaction and the Offerings, current First Nordic shareholders are expected to own approximately 46%, current Mawson shareholders are expected to own approximately 23% and subscribers under the Offerings are expected to own approximately 31%, respectively, of the issued and outstanding NordCo Gold Shares, assuming completion of the Offerings for an aggregate of approximately C$80,000,000.Each Brokered Subscription Receipt and Non-Brokered Subscription Receipt (collectively, the "Subscription Receipts") will entitle the holder thereof to receive, for no additional consideration and without further action on part of the holder thereof, at the effective time of the Transaction, one (1) common share of NordCo Gold (to be adjusted to reflect the Consolidation). The Subscription Receipts will be subject to a statutory four-month hold period following closing of the Concurrent Private Placement and Brokered Private Placement; however, the underlying NordCo Gold shares will not be subject to a statutory hold period under applicable Canadian securities laws once issued in connection with the completion of the Transaction.The total gross proceeds of up to C$80,000,000 from the Offerings will be used to fund exploration programs across the combined portfolio of NordCo Gold, for costs related to the proposed Transaction, and for working capital and general corporate purposes.The proceeds of the Offerings, net of certain expenses and 50% of the Agents Fee (as defined below), will be held in escrow pending the satisfaction of the escrow release conditions, including the satisfaction of the conditions to the closing of the Transaction, and certain other customary conditions.First Nordic may pay finders fees to certain finders in respect of subscriptions received from investors in the Concurrent Private Placement, subject to entering into customary finders fee agreements with such finders and the policies of the TSXV. The Rajapalot Project represents approximately 5% of the 100-square kilometres Rompas-Rajapalot Property, which is wholly owned by Mawson and consists of 13 granted exploration permits for 11,262 hectares. Important factors that could cause actual results to differ materially from the Companies expectations include risks associated with the business of First Nordic and Mawson; risks related to the satisfaction or waiver of certain conditions to the closing of the Transaction; non-completion of the Transaction; risks related to reliance on technical information provided by First Nordic and Mawson; risks related to exploration and potential development of the Projects; business and economic conditions in the mining industry generally; fluctuations in commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; the need for cooperation of government agencies and indigenous groups in the exploration and development of the Projects and the issuance of required permits; the need to obtain additional financing to develop the Projects and uncertainty as to the availability and terms of future financing; the possibility of delay in exploration or development programs and uncertainty of meeting anticipated program milestones; uncertainty as to timely availability of permits and other governmental approvals; and other risk factors as identified in First Nordics and Mawsons filings with Canadian securities regulators on SEDAR+ (available at www.sedarplus.ca). Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information.