Fireweed Closes Previously Announced Offering for Total Proceeds Of $35 MILLION
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
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NEWS RELEASE
21 December 2022
TSXV: FWZ
OTCQB: FWEDF
FSE: 20F
Fireweed Closes Previously Announced Offering
for Total Proceeds Of $35 MILLION
Vancouver, British Columbia: FIREWEED METALS CORP. (“Fireweed” or the “Company”)
(TSXV: FWZ; OTCQB: FWEDF, formerly known as Fireweed Zinc Ltd.) is pleased to announce
the closing of the non-brokered private placement (the “Offering”) first announced November 29,
2022.
Highlights
• $ 35.1 million total raised, a substantial increase over the initial $27 million offering
• The Lundin Family and Associates subscribed for a total of 27 million shares
• Other key shareholders subscribed including Larry Childress for 3.3 million shares and
Teck Resources Limited (“Teck”) for 3.4 million shares
CEO Statement
Brandon Macdonald, CEO, stated “ We welcome the Lundin Family as a major cornerstone
shareholder and are excited to show them and all our other shareholders what we can do on a
well-funded program. We also thank key shareholders such as Larry Childress and Teck for
continuing to back us. Fireweed is now financed for our biggest ever program in 2023 and have
our most catalyst-rich year ahead of us.”
The Offering
The Offering consisted of three parts for gross proceeds of $35,139,720 as follows:
1. 31,713,027 shares (“Shares”) of the Company at a price of CAD$0.74 per Share;
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UNITED STATES
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2. 4,672,818 flow-through common shares of the Company at a price of CAD$0.88 per share
(“Flow-Through Shares”);
3. 6,300,000 flow-through common shares of the Company at a price of CAD$1.20 per share
through a charitable donation arrangement (“Premium Flow-Through Shares”).
The proceeds from the Offering will be used for exploration and development of the Company’s
projects in northern Canada, and for general working capital purposes. The gross proceeds from
the issuance of all Flow-Through and Premium Flow -Through Shares will be used on the
Company’s Zinc projects to incur Canadian Exploration Expenses (“CEE”) which will qualify as
“flow-through critical mineral mining expenditures” under the Income Tax Act (Canada). These
expenses will be renounced by the Company to the purchasers of Flow -Through and Premium
Flow-Through Shares with an effective date no later than December 31, 2022 in an aggregate
amount no less than the proceeds raised from the issue of the Flow-Through and Premium Flow-
Through Shares.
The Company will pay finders fees in compliance within the policies of the TSX Venture Exchange
and applicable securities legislation, to arm’s length finders in connection with subscriptions from
subscribers introduced by them, totaling $387,806 and 480,435 warrants exercisable for
12 months from the date of issuance to acquire common shares of the Company at an exercise
price of $0.80 per share.
Insiders of the Company acquired an aggregate of 5,119,500 Common Shares in the Offering,
which participation constituted a “related party transaction” as defined under Multilateral
Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
Such participation is exempt from the formal valuation and minority shareholder approval
requirements of MI 61- 101 as neither the fair market value of the securities acquired by the
insiders, nor the consideration for the securities paid by such insiders, exceed 25% of the
Company’s market capitalization. As required by MI 61-101, the Company advises that it expects
to file a material change report relating to the Offering less than 21 days from completion of the
Offering, as the nature of the related party transaction is relatively immaterial, and was not
necessary to complete the Offering, and can generally be considered reasonable in the
circumstances.
Closing of the Offering is subject to certain customary conditions, including, but not limited to, the
receipt of all necessary regulatory approvals and acceptance of the TSX Venture Exchange. All
securities issued under the Offering will be subject to a statutory hold period of four months plus
a day following the date of closing.
About Fireweed Metals Corp. (TSXV: FWZ; OTCQB: FWEDF; FSE:20F): Fireweed Metals is a
public mineral exploration company on the leading edge of Critical Minerals project development.
The Company has three projects located in northern Canada:
• Macmillan Pass Zinc-Lead-Silver Project: Fireweed owns 100% of the district-scale
940 km2 Macmillan Pass project in Yukon, Canada, which is host to the Tom and Jason
zinc-lead-silver deposits with current Mineral Resources and a PEA economic study (see
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UNITED STATES
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Fireweed news releases dated 10 th January 2018, and 23 rd May 2018, respectively, and
reports filed on www.sedar.com for details) as well as the Boundary Zone, Boundary Zone
West, Tom North Zone and End Zone which have significant zinc -lead-silver
mineralization drilled but not yet classified as mineral resources. The project also includes
large blocks of adjacent claims with known showings and significant upside exploration
potential. The large 2022 drill program utilizing four drills is now complete and assay
results are being announced as they are received and interpreted.
• Mactung Tungsten Project: The Company has a binding Letter of Intent to acquire 100%
interest in the 37.6 km2 Mactung Tungsten Project located adjacent to the Macmillan Pass
Project. Mactung contains historic resources that make it one of the largest and highest-
grade undeveloped tungsten resources in the world. Located in Canada, it is one of the
rare large tungsten resources outside of China. Due diligence and validation work on
historic data as well as relogging and sampling of historic drill core has been completed
and will support a new mineral resource estimate.
• Gayna River Zinc-Lead-Gallium -Germanium Project: Fireweed has 100% of the
128.75 km 2 Gayna River project located 180 kilometres north of the Macmillan Pass
project. It is host to extensive critical minerals mineralization including zinc, gallium and
germanium as well as lead and silver, outlined by 28,000 metres of historic drilling and
significant upside potential. The 2022 field program of airborne LiDAR topographic
surveying and ground geophysics is now complete and data is being interpreted toward
defining drill targets.
In Canada, Fireweed (TSXV: FWZ) trades on the TSX Venture Exchange. In the USA, Fireweed
(OTCQB: FWEDF) trades on the OTCQB Venture Market for early stage and developing U.S.
and international companies and is DTC eligible for enhanced electronic clearing and settlement.
The Company is current in its reporting, and undergoes an annual verification and management
certification process. Investors can find Real-Time quotes and market information for the
Company on www.otcmarkets.com. In Europe, Fireweed (FSE: 20F) trades on the Frankfurt Stock
Exchange.
Technical information in this news release has been approved by George Gorzynski, P.Eng.,
Director and a ‘Qualified Person’ as defined under Canadian National Instrument 43-101.
Additional information about Fireweed and its projects can be found on the Company’s website
at FireweedMetals.com and at www.sedar.com.
ON BEHALF OF FIREWEED METALS CORP.
“Brandon Macdonald”
CEO & Director
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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UNITED STATES
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This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s
securities in the United States. The Company’s shares 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 state securities laws
and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from such registration is available.
Cautionary Statements
Forward Looking Statements
This news release contain s “forward-looking” statements and information (“forward-looking statements”).
Forward-looking statements are frequently, but not always, identified by words such as "expects”,
"anticipates”, "believes”, "intends”, "estimates”, "potential”, "possible”, and similar expressions, or
statements that events, conditions, or results "will”, "may”, "could”, or "should” occur or be achieved.
Forward-looking statements include, but are not limited to, statements relating to closing of to the Offering,
the potential investors, the use of proceeds and the potential of the Company’s projects. Forward-looking
statements are based on the beliefs of Company management, as well as assumptions made by and
information currently available to Company management and reflect the beliefs, opinions, and projections
on the date the statements are made. Forward-looking statements involve various risks and uncertainties
and accordingly, readers are advised not to place undue reliance on forward-looking statements. There can
be no assurance that such statements will prove to be accurate, and actual results and future events could
differ materially from those anticipated in such statements. Important factors that could cause actual results
to differ materially from the Company's expectations include but are not limited to, exploration and
development risks, expenditure and financing requirements, general economic conditions, changes in
financial markets, the ability to properly and efficiently staff the Company’s operations, the sufficiency of
working capital and funding for continued operations, title matters, First Nations relations, operating
hazards, political and economic factors, competitive factors, metal prices, relationships with vendors and
strategic partners, governmental regulations and oversight, permitting, seasonality and weather,
technological change, industry practices, uncertainties involved in the interpretation of drilling results and
geological tests, and one-time events. There is no assurance that (i) the Company will be able to complete
the Offering on the terms set out above, or at all, or (ii) that the proceeds of the Offering will be expended
as contemplated. The Company does not undertake to update forward ‐looking statements or forward ‐
looking information, except as required by law.
Contact:
Brandon Macdonald
Phone: (604) 646-8361