Goldsky Resources — Capital/Financing Update 2025

Jul 9, 2025

No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This Offering (as defined below) may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.

These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any of the securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States. This offering document does not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities within the United States or to, or for the account or benefit of, U.S. persons. "United States" and "U.S. person" have the meanings ascribed to them in Regulation S under the U.S. Securities Act.

OFFERING DOCUMENT UNDER THE LISTED ISSUER FINANCING EXEMPTION

July 9, 2025

FIRST NORDIC METALS CORP.

(the "Company" or "First Nordic")

What are we offering?

| Securities: | The Company is offering units of the Company (the “Units”) pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions.
Each Unit is comprised of one common share in the capital of the Company (each, a “Common Share” and as a component of a Unit, a “Unit Share”) and one-half of one Common Share purchase warrant of the Company (each whole purchase warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Common Share in the capital of the Company (a “Warrant Share”) at a price of $0.55 per Warrant Share for a period of 24 months from the Closing Date (as defined below). The expiry date of the Warrants may be accelerated by the Company at any time following the Closing Date and prior to the expiry date of the Warrants if the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange (“TSXV”) is greater than $0.75 for any 20 consecutive trading days (an, “Acceleration Event”). Upon the occurrence of an Acceleration Event, the Company may accelerate the expiry date of the Warrants by issuing a press release announcing the acceleration of the expiry date of |
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	the Warrants, following which the Warrants will expire on the 20^{th} calendar day after the date of such press release.
Offering Price:	$0.37 per Unit (the “Offering Price”).
Offering:	The Company will issue up to 27,027,027 Units at the Offering Price for aggregate gross proceeds of up to $10,000,000 (exclusive of the Agents’ Option (as defined below)). The minimum amount of the Offering is $5,000,000.

The Offering is being made pursuant to an agency agreement to be entered into between the Company and Haywood Securities Inc. (“Haywood”), as co-lead agent and sole book runner, together with Ventum Financial Corp., as co-lead agent, along with a syndicate of agents including Research Capital Corporation, Hannam & Partners LLP, Red Cloud Securities Inc. and Roth Canada, Inc. (collectively with Haywood, the “Agents”) on or before the Closing Date. The Agents will offer the Units on a “best-efforts” agency basis.

The Company has granted the Agents an option, exercisable in whole or in part by Haywood, on behalf of the Agents, exercisable up to 48 hours prior to the Closing Date, to offer for sale on behalf of the Company up to an additional 4,054,054 Units at the Offering Price for additional gross proceeds of approximately $1,500,000 (the “Agents’ Option”).

The Company shall be entitled to include investors on a president’s list (the “President’s List”) for gross proceeds of up to approximately $5,000,000. |
| Standstill and Lock-Up: | The Company will be, subject to certain exceptions, subject to a restriction with respect to the issuance of Common Shares for 120 days after the Closing Date. The officers and directors of the Company will, other than in certain limited customary circumstances, be restricted in trading the Common Shares for a period of 120 days after the Closing Date. |
| Closing Date: | The Offering is expected to close on or about July 31, 2025, or such other date as may be agreed upon by the Company and Haywood (the “Closing Date”). |
| Exchange: | The Common Shares are listed on the TSXV under the symbol “FNM”, the Open Market of the Frankfurt Stock Exchange under the trading symbol “HEG0” and quoted on the OTCQB Venture Market under the symbol “FNMCF”. The Company’s Swedish deposit receipts (“SDRs”) are listed on the Nasdaq First North Growth Market (“Nasdaq First North”) under the symbol “FNMC SDB” |
| Last Closing Price: | The last closing price of the Common Shares on the TSXV on July 8, 2025, was $0.41. All references in this Offering Document to “dollars” or “$” are to Canadian dollars, unless otherwise stated. |

First Nordic is conducting a listed issuer financing under section 5A.2 of National Instrument 45-106 – Prospectus Exemptions. In connection with this Offering, the Company represents the following is true:

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• The Company has active operations and its principal asset is not cash, cash equivalents or its exchange listing;
• the Company has filed all periodic and timely disclosure documents that it is required to have filed;
• the Company is relying on the exemptions in Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Order”) and is qualified to distribute securities in reliance on the exemptions included in the Order;
• the total dollar amount of this Offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption and under the Order in the 12 months immediately preceding the date of the news release announcing this Offering, will not exceed $25,000,000;
• the Company will not close this Offering unless the Company reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution; and
• the Company will not allocate the available funds from this Offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the issuer seeks security holder approval.

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This offering document contains “forward-looking statements” or “forward-looking information” within the meaning of applicable Canadian securities legislation. Such statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or its mineral projects, or industry results, to be materially different from any future results, expectations, performance or achievements expressed or implied by such forward-looking statements or information. Such statements can be identified by the use of words such as “may”, “would”, “could”, “will”, “intend”, “expect”, “believe”, “plan”, “anticipate”, “estimate”, “scheduled”, “forecast”, “predict” and other similar terminology, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved although not all forward-looking statements contain such identifying words. The forward-looking statements in this offering document include, among other things, statements relating to: the terms of and timing to complete the Offering (if at all); the exercise of the Agents’ Option; the business objectives of the Company, anticipated timelines and costs, and the use of the proceeds of the Offering and the use of available funds following completion of the Offering; the Company’s ability to satisfy the requirement to raise the minimum amount of the Offering; the Company’s ability to obtain all necessary approvals, including the approval of the TSXV; fees and commissions payable in connection with the Offering; the Company’s plans for exploration and developments activities, including intended drill targets; and the anticipated costs and timing of the completion of the Company’s drilling programs or development of a maiden mineral resource, and the expected benefits derived therefrom.

These statements reflect the Company’s current expectations regarding future events, performance and results based on information currently available and speak only as of the date of this offering document. In making such statements or providing such information, the Company has made assumptions regarding, among other things: (i) the accuracy of the estimation of mineral resources; (ii) that exploration activities and studies will provide results that support anticipated development and extraction activities; (iii) that studies of estimated mine life and production rates at its mineral projects will provide results that support anticipated development and extraction activities; (iv) that the Company will be able to obtain additional financing on satisfactory terms, including financing necessary to advance the development of its projects; (v) that infrastructure anticipated to be developed or operated by third parties, including electrical generation and transmission capacity, will be developed and/or operated as currently anticipated; (vi) that laws, rules and regulations are fairly and impartially observed and enforced; (vii) that the market prices for gold and other minerals remain at levels that justify development and/or operation of any mineral project; (viii) general economic conditions; (ix) that labour disputes, surface rights disputes, access to property, flooding, ground instability, fire, failure of plant, equipment or processes to operate as anticipated and other risks of the

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mining industry will not be encountered; (x) competitive conditions in the mining industry; (xi) title to mineral properties; (xii) changes in laws, rules and regulations applicable to the Company; (xiii) that the Company will be able to obtain, maintain, renew or extend required permits; (xiv) the Company's expectations with respect to the terms of the Offering; (xv) the Company's expectations with respect to the use of proceeds and the use of the available funds following completion of the Offering; and (xvi) the completion of the Offering and the expected Closing Date. All other assumptions contained in this offering document constitute forward-looking information.

Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indicators of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, unexpected changes in laws, rules or regulations, or their enforcement by applicable authorities, including potentially arbitrary action; the failure of parties to contracts with the Company to perform as agreed; social or labour unrest; changes in commodity prices; effects of pandemics, wars, terrorism or acts of god; unexpected changes in the cost of mining consumables; and the failure of exploration programs or current or future economic studies to deliver anticipated results or results that would justify and support continued exploration, studies, development or operations. New risks may emerge from time to time and the importance of current factors may change from time to time and it is not possible for the Company to predict all such factors, changes in such factors and to assess in advance the impact of such factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements contained in this offering document. Further risks, uncertainties and assumptions include, but are not limited to, those applicable to the Company and described in the Company's annual information form for the year ended December 31, 2024, which is available on the Company's profile on the System for Electronic Data Analysis and Retrieval (SEDAR+) at www.sedarplus.ca.

Information concerning the interpretation of drill results also may be considered forward-looking statements, as such information constitutes a prediction of what mineralization might be found to be present if and when a project is actually developed. This offering document also contains references to estimates of mineral resources. The estimation of mineral resources is inherently uncertain and involves subjective judgments about many relevant factors. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The accuracy of any such estimates of mineral resources is a function of the quantity and quality of available data, and of the assumptions made and judgments used in engineering and geological interpretation (including estimated future production from the Company's mineral projects, including the Barsele Project, the anticipated tonnages and grades that will be mined and the estimated level of recovery that will be realized), which may prove to be unreliable and depend, to a certain extent, upon the analysis of drilling results and statistical inferences that may ultimately prove to be inaccurate. Mineral resource estimates may have to be re-estimated based on, among other things: (i) fluctuations in gold or other mineral prices; (ii) results of drilling; (iii) results of metallurgical testing and other studies; (iv) proposed mining operations, including dilution; (v) the evaluation of mine plans subsequent to the date of any estimates; and (vi) the possible failure to receive required permits, approvals and licences.

Although the forward-looking statements contained in this offering document are based upon what management of the Company believes are reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. The Company's actual results could differ materially from those anticipated in these forward-looking statements, as a result of, amongst others, those factors noted above. Accordingly, readers should not place undue reliance on forward-looking information. These forward-looking statements are made as of the date of this offering document and are expressly qualified in their entirety by this cautionary statement. Subject to applicable securities laws, the Company assumes no obligation to update or revise the forward-looking statements contained herein to reflect events or circumstances occurring after the date of this offering document.

CURRENCY AND MINERAL RESOURCE ESTIMATES

Unless otherwise indicated, all references to “$” or “dollars” in this offering document refer to Canadian dollars, which is the Company’s functional currency.

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All references to “mineral resources” included in this offering document are calculated in accordance with the standards set by the Canadian Institute of Mining & Metallurgy Definition Standards and disclosed in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). The terms “Mineral Resource”, “Measured Mineral Resource”, “Indicated Mineral Resource”, and “Inferred Mineral Resource” are defined in accordance with the Canadian Institute of Mining & Metallurgy Definition Standards which are incorporated by reference in NI 43-101.

SUMMARY DESCRIPTION OF BUSINESS

What is our business?

First Nordic is a Canadian-based gold exploration company, consolidating assets in Sweden and Finland to create Europe’s next gold camp. The Company’s flagship asset in northern Sweden is the Barsele Gold Project (the “Barsele Project”), a joint venture project with senior gold producer Agnico Eagle Mines Limited (“Agnico Eagle”). First Nordic holds a 45% interest in the Barsele Project joint venture. Immediately surrounding the Barsele Project, the Company is 100%-owner of a district-scale license position comprised of three additional projects (Paubäcken Project, Storjuktan Project, Klippen Project), which combined with the Barsele Project, total 104,000 hectares on the Gold Line Belt in Sweden. Additionally, in northern Finland, First Nordic is the 100%-owner of a district-scale position covering the entire Oijärvi Greenstone Belt, including the Kylmäkangas gold-silver deposit (the “Kylmäkangas Deposit”), the largest known gold occurrence in the underexplored Oijärvi Greenstone Belt. At present, the Barsele Project, the nearby Paubäcken Project, Storjuktan Project, Klippen Project and the Kylmäkangas Deposit are all considered exploration stage projects, and consequently have no current operating income, cash flow or revenues. There is no assurance that commercially viable mineral deposits exist on any of the Company’s properties.

Recent Developments

On July 10, 2024, the Company announced its engagement of ICP Securities Inc. (“ICP”) to provide automated market making services, including use of its proprietary algorithm, ICP Premium™, in compliance with the policies and guidelines of the TSXV and other applicable legislation. The Company paid ICP a monthly fee of $7,500, plus applicable taxes, for a 4-month initial term, automatically renewing for subsequent 1-month terms unless either party provides written notice.

On July 11, 2024, the Company announced an amendment to the exercise price of 3,161,558 outstanding Common Share purchase warrants of the Company that were issued as part of the Company’s second non-brokered private placement financing (as further described in the news release dated August 12, 2022). The warrants had an exercise price of $0.45 which the Company amended to $0.36. In addition, the Company announced a warrant exercise incentive program (the “Second Warrant Incentive Program”), offering holders of all the above-noted outstanding warrants the opportunity to exercise each of their outstanding warrants between 12:00 p.m. PST on July 11, 2024, and 12:00 p.m. PST on July 26, 2024. In return for the early exercise, each holder received one Common Share pursuant to the original warrant terms, plus as an incentive, one-half of one Common Share purchase warrant. Each incentive warrant allowed 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 announced the completion of the Second Warrant Incentive Program on July 30, 2024, as well as the exercise of additional Company warrants and stock options, providing aggregate gross proceeds of $1,147,130 to First Nordic. In total in July 2024, the Company raised approximately $3.9 million from the exercise of warrants and stock options.

On July 22, 2024, the Company announced its summer / fall exploration programs for the Storjuktan Project, Paubäcken Project and Klippen Project. The Storjuktan Project is to continue detailed property-wide geochemical survey by collecting ~38,000 glacial till samples to cover the remaining 23,000 hectares of the project; full property 25,000 hectares UAV magnetic geophysical survey (50 metre spaced lines). The Paubäcken Project is to conduct base-of-till (“BoT”) drilling on the Brokojan target (~100 holes) and follow up on best BoT drill result to date, 5.01 g/t Au, at the Aida target. The Klippen Project program will include up to 120 top-of-bedrock (“ToP”) drill holes and is designed to systematically test the bedrock along a 2

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kilometre zone interpreted to be the most probable source of the till anomaly based on interpretation of geophysical data and ice flow direction.

On July 31, 2024, the Company completed its acquisition of the Oijärvi Project, effected by way of a subscription agreement between First Nordic and Agnico Eagle pursuant to which Agnico Eagle exchanged amounts due under the asset purchase agreement between certain subsidiaries of First Nordic, certain subsidiaries of Agnico Eagle and EMX Royalty Corporation ("EMX") dated March 19, 2021, as amended May 1, 2023 (the "Agnico Purchase Agreement") for 27,954,872 Common Shares to Agnico Eagle at a subscription price of $0.2925 per Common Share for gross proceeds of $8,176,800 (the "Agnico Transaction"), which proceeds were used by First Nordic to immediately satisfy the remaining consideration payable to certain subsidiaries of Agnico Eagle under the Agnico Purchase Agreement. The Agnico Transaction was treated as a shares-for-debt transaction under the policies of the TSXV. In connection with the Agnico Transaction, Agnico Eagle and First Nordic entered into an investor rights agreement (the "IRA") that provides Agnico Eagle with, among other things, certain rights in the event it maintains minimum ownership thresholds in the Company, as described further below under "Material Facts".

On September 9, 2024, the Company provided an exploration update on the Storjuktan Project. The Company reported that its glacial till geochemical survey, which started several weeks prior, has collected approximately 6,500 B-Horizon glacial till samples representing approximately 30% of the total coverage area planned for 2024, and that the Company has commenced an unmanned aerial vehicle (UAV) magnetic geophysical survey over the entire 25,000 hectares of the Storjuktan Project area.

On September 30, 2024, the Company announced the appointment of Mr. Jeffrey Couch to the Company's board of directors (the "Board").

On October 30, 2024, the Company announced a bought deal private placement financing (the "2024 Offering"), pursuant to which underwriters purchased 30,304,000 units of the Company at a price of $0.33 per unit for aggregate gross proceeds of $10,000,320. Each unit consisted of one Common Share and one-half of one Common Share purchase warrant which entitled the holder to acquire one Common Share at a price of $0.45 for a period of 24 months from the closing date of the 2024 Offering. The Company granted the underwriters an option to purchase up to an additional 15% of the 2024 Offering in units at the issue price of $0.33, exercisable in whole or in part at any time up to 48 hours prior to the closing date of the 2024 Offering. The units issued under the 2024 Offering were offered by way of private placement in Canada and were subject to a hold period in Canada expiring four months and one day from the closing date of the 2024 Offering.

On November 26, 2024, the Company announced the closing of the 2024 Offering for aggregate gross proceeds of $11,500,368, including the exercise in full of the option granted to the underwriters (as more particularly described above and in the news release of the Company dated October 30, 2024). The 2024 Offering consisted of the issuance of 34,849,600 units, each consisting of one Common Share and one-half of one Common Share purchase warrant, at a price of $0.33 per unit. The net proceeds from the sale of the units were to be used by the Company for exploration at its properties in Sweden, and for general working capital and corporate purposes.

On December 2, 2024, the Company announced it had initiated the process of applying for a secondary listing of SDRs, a financial instrument issued by a Swedish bank representing shares in a non-Swedish company, on the Nasdaq First North.

On December 16, 2024, the Company commenced a BoT drilling program on its 100%-owned Nippas target ("Nippas Target") in the Storjuktan Project, located in the Gold Line Belt of Sweden.

On January 16, 2025, the Company announced that Adam Cegielski was promoted to President after having previously served as Chief Development Officer and Vice President of Corporate Development, with Taj Singh retaining his role as CEO, and that John Eren was appointed Vice President of Corporate

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Development. The Company also announced the resignation of Ross Wilmot from the Board. Mr. Wilmot remained Chief Financial Officer.

On January 22, 2025, the Company announced the appointment of Mr. Henrik Lundin to the Board.

On January 27, 2025, the Company announced results from its property-wide geochemistry exploration program on the Storjuktan Project, identifying four new high priority kilometric-scale orogenic gold pathfinder anomalies consisting of arsenic-copper +/- zinc (As+Cu +/- Zn). A subset of samples within the anomalous area identified were selected for gold assay at an external laboratory. Based on these results, these identified targets will continue to be assessed and prioritized for follow up top-of-bedrock drilling in 2025.

On February 3, 2025, the Company announced commencement of a BoT drilling program on the Harpsund target ("Harpsund") and Brokojan target ("Brokojan"), each located in the Paubäcken Project. The program was designed to investigate bedrock sources of the on-trend Brokojan and Harpsund anomalies that occur along the second order Harpsund structural corridor. These targets consist of two semi-contiguous anomalies over a +5 kilometre by up to 1 kilometre wide gold, arsenic, copper and zinc (Au, As, Cu and Zn) glacial till anomaly oriented in the prominent ice flow direction. The program includes up to 180 BoT drill holes and was designed to systematically test the bedrock along the 5 kilometre zone interpreted to be the most probable source of the till anomaly based on interpretation of geophysical data and ice flow direction. Analysis of historic airborne magnetic geophysical data identified a second order structural corridor that is coincident to the gold and pathfinder anomaly targeted in the drilling campaign.

On February 6, 2025, the Company announced it had entered into an agreement on January 20, 2024, with Sideways Frequency LLC ("SFL") to provide marketing services. SFL prepares, from publicly available information, advertisements which consist of building profiles of the Company, disseminating information and building a digital community of potential investors for the Company. Such marketing services were provided over Q1 2025, and SFL received compensation of USD$200,000.

On February 10, 2025, the Company announced commencement of diamond drilling at the Aida Target, planned to complete an initial 5,150 metre of diamond drilling using up to two diamond drill rigs. A total of 24 diamond drill holes were designed to test over 3 kilometres of identified structural corridor coincident with BoT/ToB gold and pathfinder anomalism and stepping out on the discovery hole (PAU21003), with a near-surface intercept of 22.5 metres of 2.4 g/t gold. The Company announced it is expected to complete a further 5,000 to 10,000 metres of drilling on the Aida Target throughout 2025 and remained fully funded to do so.

On February 20, 2025, the Company announced its recognition as a 2025 TSX Venture 50 company.

On February 27, 2025, the Company gave notice to shareholders who would like to convert their Common Shares in the Company to SDRs.

On March 5, 2025, the Company announced it received conditional approval for the listing of its SDRs on Nasdaq First North.

On March 14, 2025, the Company closed a brokered private placement (the "SDR Private Placement") of SDRs in conjunction with its planned listing on Nasdaq First North. The SDR Private Placement closed with 3,105,591 SDRs subscribed for at a price of SEK 3.22 per SDR ($0.45, assuming an exchange rate of SEK 7.15 to $1.00), for aggregate gross proceeds of approximately SEK 10.0 million ($1.4 million). Each subscribed SDR is underpinned by one Common Share and is subject to a Canadian four month and one day statutory hold period from the closing of the SDR Private Placement. The net proceeds from the SDR Private Placement were used by the Company for exploration at its properties in Sweden, as well as general working capital and corporate purposes.

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On March 19, 2025, the Company announced it received final approval for listing its SDRs on Nasdaq First North. On March 21, 2025, the SDRs commenced trading on Nasdaq First North under the symbol “FNMC SDB”.

On March 31, 2025, the Company announced the exercise of warrants and stock options in Q4 2024 totalling $0.39 million and in Q1 2025 totalling $1.22 million, resulting in aggregate gross proceeds of $1.61 million to the Company. The Company also announced it had extended its previously announced marketing agreement with RMK for marketing and advertising services for 6 months commencing on April 1, 2025.

Also on March 31, 2025, the Company provided a corporate update and announced it had released its unaudited consolidated financial statements and management discussion and analysis for the three months and year ending December 31, 2024, as was required in connection with its listing on Nasdaq First North.

On April 16, 2025, the Company filed a final short form base shelf prospectus (the “Base Shelf Prospectus”) with the securities commissions in each of the provinces and territories of Canada. The Base Shelf Prospectus will allow the Company to offer and issue, from time to time, up to $100,000,000 of Common Shares, debt securities, subscription receipts, warrants and units (comprised of one or more of the foregoing securities) during the 25-month period that the prospectus remains effective.

On April 22, 2025, the Company was granted an order of exemptive relief by certain Canadian securities regulators, effective April 22, 2025 (the “Exemptive Relief Decision”). The Exemptive Relief Decision allows the Company to continue to be classified as a “venture issuer” under certain Canadian securities laws, despite the listing of its SDRs on Nasdaq First North.

On April 30, 2025, First Nordic announced BoT/ToB drilling results and a Q2 2025 diamond drill plan at the Nippas Target. The Nippas Target is located approximately 30 kilometres north of the Barsele Project. Highlights included:

• Highly anomalous kilometric-scale bedrock and till anomalous identified on three parallel structural trends at Nippas, including bedrock results of up to 2.66 ppm gold.
• Targets consist of a cumulative total of 5.2 kilometres of anomalous sub-parallel structural corridors identified for follow up diamond drilling.
• First pass 5,000 metre diamond drilling program prepared to begin to test first two targets in Q2 2025.

On May 15, 2025, First Nordic announced results from its recent regional geochemistry exploration program on the Storjuktan Project. The Storjuktan Project area is directly contiguous to the north of the Barsele Project. Highlights included:

• Five new gold-in-till anomalies identified on the Storjuktan Project area.
• Widespread gold mineralization associated with regional shear architecture and interpreted to be sourced from multiple lithology types.
• Targets are fully permitted for follow up BoT/ToB drilling in H2 2025.
• Over half the Storjuktan Project area remains untested with surface geochemistry.

On May 29, 2025, First Nordic announced results from its glacial till geochemical survey and initial BoT/ToB drill program at Harpsund located on the Paubäcken Project. Harpsund is located approximately 30 kilometres south of the Barsele Project. The current results advance Harpsund to a high-priority diamond drill target, strengthening the Company's target-rich belt-scale portfolio, while also continuing to demonstrate the effectiveness of the Company's exploration process. Highlights included:

• Highly anomalous kilometric-scale gold-in-till anomaly confirmed over a +5 kilometre structural corridor.
• Strong pathfinder element associations indicate a robust orogenic gold system.

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• Large-scale gold-in-bedrock anomalous encountered in Harpsund BoT/ToB drilling.
• Follow-up programs, including additional BoT/ToB and diamond drilling, are fully permitted and planned for H2 2025.

On June 2, 2025, First Nordic announced the acquisition of the Nordic business unit (“NBU Acquisition”) of EMX, a long-standing technical partner on several of First Nordic’s key assets. This NBU Acquisition includes EMX’s regional infrastructure in northern Sweden (including an exploration camp), an extensive inventory of exploration equipment, and the full integration of EMX’s seasoned Nordic technical team; this consolidates the operational platform that has played a pivotal role in advancing First Nordic’s exploration activities across Sweden and Finland.

On June 17, 2025, First Nordic announced the commencement of a 5,000-metre phase 1 diamond drill program at the Nippas Target. Phase 1 will consist of up to 26 diamond drill holes to test two of three identified structural corridors at the Nippas Target. Drilling is being carried out by Finland-based Comadev Oy and is designed to build on promising results from recent BoT/ToB drilling. The third corridor identified to date is in an area dominated by bogs and will be tested in the winter after freeze-up. Based on the success of this program, the Company plans to complete up to an additional 5,000 metres of drilling at the Nippas Target through 2025.

On June 25, 2025, the Company announced the results of its annual general and special meeting of shareholders at which all resolutions put to shareholders were passed, including the election of a seventh director to the Board, being Mr. Brendan Cahill.

MATERIAL FACTS

As of the date hereof, to the knowledge of the Company, Agnico Eagle owns 29,413,166 Common Shares, representing 10.7% of the voting rights attached to all issue and outstanding Common Shares. As described above under “Recent Developments”, the IRA between the Company and Agnico Eagle provides Agnico Eagle, among other things, certain rights in the event it maintains minimum ownership thresholds in the Company, including: (i) the right to participate in equity financings; (ii) a top-up right that would permit Agnico Eagle to increase its holdings in First Nordic to 19.9%; and (iii) the right (which Agnico Eagle had no present intention of exercising) to nominate one person to the Board.

There are no material facts about the Units that have not been disclosed in this offering document or in any other document filed by the Company in the 12 months preceding the date of this offering document.

BUSINESS OBJECTIVES AND MILESTONES

What are the business objectives that we expect to accomplish using the available funds?

The Company’s primary business objective over the coming years is to continue exploration and drilling activities at the Barsele Project and certain other of its properties in Sweden. In order to achieve that goal, certain short, medium and long-term business objectives must be met.

During the fiscal year ending December 31, 2025, the Company intends to complete its on-going phase 1 drill program and drill up to 25 kilometres on four to six of the Company’s key exploration targets, including the Aida, Nippas, Harpsund and Brokojan targets (the “Phase 1 Drill Program”). The Company expects to the cost of the Phase 1 Drill Program to be approximately $8 million. As of the date of this offering document, the Phase 1 Drill Program is more than 50% complete, with the remainder of the Phase 1 Drill Program anticipated to be completed by the end of 2025. The remaining costs of the Phase 1 Drill Program will be paid for using funds from this Offering. The Company may also undertake other exploration activities in respect of its projects during the current fiscal year to support the Phase 1 Drill Program.

During the fiscal year ending December 31, 2026, the Company intends to undertake phase 2 of its drill program to drill up to 25 kilometres on the Company’s top three key exploration targets based on results

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from the Phase 1 Drill Program (the “Phase 2 Drill Program”). The Company expects to the cost of the Phase 2 Drill Program to be approximately $8 million and anticipates the target completion date of Phase 2 Drill Program to be complete by the end of 2026. The commencement of the Phase 2 Drill Program will be paid for using available funds from the Offering, with the total amount dependent on the size of the Offering. In The Company may also undertake other exploration activities in respect of its projects during such fiscal year to support the Phase 2 Drill Program.

Thereafter, the Company intends to complete work to develop a maiden mineral resource estimate at one or two of its exploration targets. While no funds from the Offering will be directly used in respect of developing this maiden mineral resource estimate, the work from the Phase 1 Drill Program and Phase 2 Drill Program is expected to largely inform the development of such resource estimate.

See “Use of Available Funds – How will we use the available funds?” below for additional information in respect of the anticipated use of available funds in respect of these business objectives and other anticipated uses of available funds.

USE OF AVAILABLE FUNDS

What will our available funds be upon the closing of the Offering?

Based on the Company's existing working capital as at June 30, 2025 of approximately $1.9 million, the Company's expected availability of funds following closing of the Offering is expected to be approximately $12.7 million, assuming completion of 100% of the Offering.

		Assuming Minimum Offering Only (in 000,000s)	Assuming 100% of Offering^{(3)} (in 000,000s)
A	Amount to be raised by this Offering:	5.0	10.0
B	Selling commissions and fees:^{(1)}	0.3	0.9
C	Estimated Offering costs: (e.g., legal, accounting, audit)	0.2	0.3
D	Net proceeds of Offering: (D = A - (B + C))	4.5	8.8
E	Working capital as at most recent month end:	1.9	1.9
F	Additional sources of funding:^{(2)}	2.0	2.0
G	Total available funds: (G = D + E + F)	8.4	12.7

Notes:
(1) Assumes no sales to purchasers included on the President's List.
(2) The expected sources of additional funding are in-the-money common share purchase warrants, which are expected to be exercised by the holders thereof in the next 12 months following the date of this offering document.
(3) Assumes no exercise of the Agents' Option.

How will we use the available funds?

The Company intends to use the net proceeds from this Offering to complete the business objectives and milestones noted above as follows:

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| Intended Use of Available Funds | Assuming Minimum Offering Only
(in 000,000s) | Assuming 100% of Offering
(in 000,000s)^{(5)} |
| --- | --- | --- |
| Drilling^{(1)} | 5.0 | 6.0 |
| Sampling^{(2)} | 0.3 | 1.0 |
| Geophysics^{(2)} | 0.1 | 0.5 |
| Project evaluations^{(3)} | 0.1 | 0.5 |
| General and administrative^{(4)} | 2.0 | 2.0 |
| Unallocated working capital | 0.9 | 2.7 |
| Total: | 8.4 | 12.7 |

Notes:
(1) Includes completion of the Phase 1 Drill Program and commencement of the Phase 2 Drill Program through July 2026.
(2) Includes early-stage geophysics and sampling of till / bedrock and gold and pathfinder analyses to find new potential Drill targets to add to portfolio.
(3) Includes evaluations of projects outside the Company's portfolio for potential M&A.
(4) Includes marketing, finance, legal, administration and public company costs through July 2026.
(5) Assumes no exercise of the Agents' Option. Any additional proceeds received by the Company in connection with the exercise of the Agents' Option will be added to the Company's unallocated working capital.

The above noted allocation represents the Company's current intentions with respect to its use of proceeds based on current knowledge, planning and expectations of management of the Company. Although the Company intends to expend the proceeds from the Offering as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including the Company's ability to execute on its business plan and financing objectives. The Company has generated negative cash flows from operating activities since inception and anticipates that it will continue to have negative operating cash flow until profitable commercial production at one or more of its properties is achieved. As a result, certain of the net proceeds from the Offering may be used to fund such negative cash flow from operating activities in future periods. See the "Cautionary Statement On Forward-Looking Information" section above.

How have we used the other funds we have raised in the past 12 months?

Previous Financing	Intended Use of Funds	Use of Funds to Date	Variance and Impact on Business Objectives and Milestones
March 2025 brokered private placement of SDRs for aggregate gross process of $1.4 million.	For exploration at its properties in Sweden, as well as general working capital and corporate purposes	As specified. A balance of approximately $NIL remains unspent.	None.
November 2024 bought deal private placement for aggregate gross proceeds of $11,500,368	Further exploration, mineral resource expansion and drilling in the properties of the Company, as well as working capital and general corporate purposes.	As specified. A balance of approximately $2.5 million remains unspent and is forecasted to be incurred for the	None.

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Previous Financing	Intended Use of Funds	Use of Funds to Date	Variance and Impact on Business Objectives and Milestones
		same purposes prior to 2026.
August 2024 shares-for-debt transaction with Agnico Eagle for aggregate gross proceeds of $8,176,800	To complete the acquisition of the Oijärvi Gold Project.	To fund the completion of acquisition of the Oijärvi Gold Project.	None.

FEES AND COMMISSIONS

Who are the dealers or finders that we have engaged in connection with this Offering, if any, and what are their fees?

Agents:	Haywood, as co-lead agent and sole bookrunner, and Ventum Financial Corp., as co-lead agent, on behalf of a syndicate of agents including Research Capital Corporation, Hannam & Partners LLP, Red Cloud Securities Inc. and Roth Canada, Inc..
Compensation Type:	Cash fee and Compensation Options (as defined below).
Cash Fee:	The Agents will receive a cash fee equal to 6.0% of the gross proceeds of the Offering, subject to reduction to 3.0% on the gross proceeds received from sales to purchasers on the President's List.
Compensation Options:	The Agents will receive compensation options (the “Compensation Options”) entitling the Agents to purchase that number of Common Shares that is equal to 6.0% of the aggregate number of Units issued by the Company under the Offering, subject to reduction of 3.0% in respect of the number of Units sold to purchasers on the President's List. Each Compensation Option will be exercisable by the holder to acquire one Common Share at the Offering Price for a period of 24 months from the Closing Date.

Do the Agents have a conflict of interest?

To the knowledge of the Company, it is not a “related issuer” or “connected issuer” of or to any of the Agents, as such terms are defined in National Instrument 33-105 – Underwriting Conflicts.

PURCHASERS' RIGHTS

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this offering document, you have a right:

a) to rescind your purchase of the securities with the Company, or
b) to damages against the Company and may, in certain jurisdictions, have a statutory right to damages from other persons.

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These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal adviser.

SCIENTIFIC AND TECHNICAL INFORMATION

All scientific and technical information relating to the Barsele Project contained in this offering document is derived from the technical report titled “NI 43-101 Technical Report and Mineral Resource Estimate (Amended) for the Barsele Project” with an effective date of February 21, 2019 and a signature date of December 16, 2020 prepared by Carl Pelletier, P. Geo, Stéphane Faure, P. Geo and Vincent Nadeau-Benoit, P. Geo (the “Barsele Technical Report”), each of whom is an independent “qualified person” for purposes of NI 43-101.

The technical information in this offering document has been updated with current information where applicable. The full text of the Barsele Technical Report has been filed with Canadian securities regulatory authorities pursuant to NI 43-101 and is available for review under the Company’s SEDAR+ profile at www.sedarplus.ca. For definitions of certain technical terms used in this offering document, see Table 2.1 beginning on page 20 of the Barsele Technical Report.

Benjamin Gelber, Head of Exploration of the Company, has reviewed and approved the scientific and technical information contained in this offering document, and is considered, by virtue of his education, experience and professional association, to be a QP for the purposes of NI 43-101. Mr. Gelber is not independent of the Company within the meaning of NI 43-101.

Barsele Project Mineral Resource Estimate

The Barsele Project resource estimate is derived from the Barsele Technical Report.

Area (mining method)	Cut-off (g/t)	Indicated Resource			Inferred Resource
		Tonnage ('000)	Au (g/t)	Ounces	Tonnage ('000)	Au (g/t)	Ounces
Open Pit	0.5	3,452	1.32	147,000	1,819	1.59	93,000
Underground Bulk	1.5	1,442	2.53	117,000	8,759	2.58	728,000
Underground Selective	1.8	684	2.75	60,000	14,917	2.64	1 265,000
Total		5,578	1.81	324,000	25,495	2.54	2,086,000

Mineral Resource Estimate Footnotes:
1. The Independent and Qualified Persons for the Mineral Resource Estimate, as defined by NI 43-101, is Carl Pelletier, P. Geo., from InnovExplo Inc., and the effective date of the Mineral Resource Estimate is February 21, 2019.
2. These mineral resources are not mineral reserves as they do not have demonstrated economic viability.
3. The mineral resource estimate follows current CIM definitions and guidelines for mineral resources.
4. The results are presented undiluted and are considered to have reasonable prospects for eventual economic extraction.
5. The estimate encompasses 61 gold-bearing zones, each defined by individual wireframes with a minimum true thickness of $2.0\mathrm{m}$ using the grade of the material when assayed or a value of zero when not assayed. The resource was estimated using GEOVIA GEMS 6.8.

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1. High-grade capping supported by statistical analysis was carried out on assay data and established on a per domain basis for gold (g/t Au): low-grade mineralized envelope = 5.0 g/t Au, high-grade gold-bearing zones: Skiråsen = 30.0 g/t Au, Central = 30.0 to 40.0 g/t Au, Avan = 20.0 g/t Au.
2. Grade interpolation was performed by ordinary kriging on 2.0-m composites from drill-hole intersections falling within the mineralized zones in a block model using a block size of 10 m by 3 m by 5 m.
3. Density values were applied based on lithology. All mineralized zones were assigned 2.73 g/cm³.
4. The Mineral Resource Estimate is classified as Indicated and Inferred. The Inferred category is defined with a minimum of two (2) drill holes within the areas where the drill spacing is less than 100 metres and shows reasonable geological and grade continuity. The Indicated mineral resource category is defined with a minimum of two (2) drill holes within the areas where the drill spacing is less than 25 m. Clipping boundaries were used for classification based on those criteria.
5. The cut-off grades were calculated using the following parameters: mining cost = USD 35.00 to USD 45.00; processing cost = USD 15.00; G&A = USD 5.00 to USD 8.00; refining and selling costs = USD 10.00; gold price = USD 1,300.00; and metallurgical recovery = 92.6%. The cut-off grades should be re-evaluated in light of future prevailing market conditions (metal prices, exchange rates, mining costs etc.).
6. The number of metric tons were rounded to the nearest thousand, following the recommendations in NI 43-101 and any discrepancies in the totals are due to rounding effects. The metal contents are presented in troy ounces (tonnes x grade / 31.10348).
7. InnovExplo is not aware of any known environmental, permitting, legal, title-related, taxation, socio-political, or marketing issues, or any other relevant issue not reported in the Barsele Technical Report, that could materially affect the Mineral Resource Estimate.

ADDITIONAL INFORMATION

Where can you find more information about us?

The Company's continuous disclosure filings with applicable securities regulatory authorities in the provinces and territories of Canada are available electronically under the Company's profile on the System for Electronic Data Analysis and Retrieval (SEDAR+) at www.sedarplus.ca.

For further information regarding First Nordic, visit our website at: https://firstnordicmetals.com.

Investors should read this offering document and consult their own professional advisors to assess the income tax, legal, risk factors and other aspects of their investment of Units.

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CERTIFICATE

Dated: July 9, 2025

This offering document, together with any document filed under Canadian securities legislation on or after July 9, 2024, contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.

FIRST NORDIC METALS CORP.

(signed) Taj Singh
Taj Singh
Chief Executive Officer

(signed) Rakesh Malhotra
Rakesh Malhotra
Chief Financial Officer