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Goldsky Resources Capital/Financing Update 2025

Mar 24, 2025

47327_rns_2025-03-24_b74ab99a-4749-47ff-8c55-8baf773ee0e2.pdf

Capital/Financing Update

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FORM 51-102F3
MATERIAL CHANGE REPORT

  1. Name and Address of Company
    First Nordic Metals Corp. ("First Nordic" or the "Company")
    Suite 300, 1055 West Hastings Street
    Vancouver, British Columbia V6E 2E9

  2. Date of Material Change
    March 14 and March 21, 2025

  3. News Release
    News releases with respect to the material changes referred to in this report were disseminated in Canada on March 17, 2025, and March 19, 2025, through the facilities of Cision and copies were subsequently filed under the Company's profile on SEDAR+.

  4. Summary of Material Change
    On March 17, 2025, the Company announced that it closed its previously announced brokered private placement (the "Private Placement") of Swedish depository receipts ("SDRs") in conjunction with its planned listing on the Nasdaq First North Growth Market ("Nasdaq First North") in Sweden.

On March 19, 2025, the Company announced that it had received final approval for the listing of its SDRs, a financial instrument issued by a Swedish bank representing shares in a non-Swedish company, on Nasdaq First North in Sweden. The SDRs commenced trading on Nasdaq First North at market open (Sweden local time) on March 21, 2025, under the symbol "FNMC SDB" with the ISIN SE0023847785.

5.1 Full Description of Material Change
On March 17, 2025, the Company announced that it closed the Private Placement of SDRs in conjunction with its planned listing on the Nasdaq First North in Sweden. Closing of the Private Placement occurred on March 14, 2025.

As announced on March 11, 2025, the Private Placement of SEK 7.5 million was fully subscribed and the full oversubscription allotment of SEK 2.5 million was used as well.

Pursuant to the Private Placement, 3,105,591 SDRs were subscribed at a price of SEK 3.22 per SDR (approximately CA $0.45 using an exchange rate of SEK 7.15 to CA $1.00) for aggregate gross proceeds of approximately SEK 10.0 million (CA $1.4 million). Each subscribed SDR is underpinned by one common share of the Company (each, a "Share"). SDRs are a financial instrument issued by a Swedish bank representing shares in a non-Swedish company.

The net proceeds from the Private Placement will be used by the Company for exploration at its properties in Sweden, as well as general working capital and corporate purposes.

The Company undertook the Private Placement to increase its number of SDR holders for its Swedish listing. The Private Placement was directed to investors in Sweden and Finland. The Shares issued pursuant to the Private Placement that are underpinning the SDRs were subject to a Canadian four month and one day statutory hold period from the closing of the Private Placement. A subscriber in the Private Placement is not permitted to convert subscribed SDRs to Shares during the hold period in Canada.


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Augment Partners AB (“Augment”) acted as the financial advisor to the Company in connection with the Private Placement. In consideration of its services, the Company agreed to pay Augment a cash commission equal to 6.0% of the gross proceeds from the Private Placement.

On March 19, 2025, the Company announced that it received final approval for the listing of its SDRs, on Nasdaq First North in Sweden. The SDRs commenced trading on Nasdaq First North at market open (Sweden local time) on March 21, 2025, under the symbol “FNMC SDB” with the ISIN SE0023847785.

A Company Description was prepared in connection with the application for the admission of the SDRs to Nasdaq First North. The Company Description did not constitute a prospectus and was therefore not prepared in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council. The Company Description was approved by Nasdaq Stockholm and is available on the Company’s website.

5.2 Disclosure for Restructuring Transactions

Not applicable.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officer

For further information, please contact Taj Singh, CEO at 604 687-8566 or via email at [email protected].

9. Date of Report

March 24, 2025