Fireweed Metals Increases Private Placement to C$41.7M Million
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NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
NEWS RELEASE
June 7, 2024 TSXV: FWZ
OTCQX: FWEDF
FSE: M0G
Fireweed Metals Increases Private Placement to C$41.7M Million
Vancouver, British Columbia: FIREWEED METALS CORP. (“Fireweed” or the “Company”)
(TSXV: FWZ; OTCQ X: FWEDF ), is pleased to announce that, due to strong demand, it has
elected to increase the previously announced non-brokered private placement.
The increased offering consists of two parts for gross proceeds of approximately
CAD$41,740,000 as follows:
• 12,727,273 common shares (“Shares”) of the Company at a price of CAD$1.10 per share.
• 16,128,243 flow-through common shares of the Company issued 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 Premium Flow -Through Shares will be used on the Company’s projects to incur
Canadian Exploration Expenses (“CEE”), with the largest portion qualifying 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 Premium Flow -Through Shares with an
effective date no later than December 31, 2024 in an aggregate amount no less than the proceeds
raised from the issue of Premium Flow -Through Shares. The issuance of any Common Shares
to insiders will constitute a “related party transaction”, as defined under Multilateral Instrument 61-
101 (“MI 61 -101“). Such participation will be 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, will exceed
25% of the Company’s market capitalization.
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 pl us
a day following the date of closing.
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The Company anticipate closing of the Private Placement as soon as practicable subject to the
receipt of all necessary regulatory approvals. The Lundin Family Trusts will acquire Common
Shares under the Private Placement. Any such participation would be considered to be a “related
party transaction”, as defined under Multilateral Instrument 61-101 (“MI 61-101”). The transactions
will be exempt from the formal valuation and minority shareholder approval requirements of MI
61-101 as neither the fair market value of any Common Shares issued to, nor the consideration
paid, by such persons would exceed 25% of the Company’s market capitalization. This news
release does not constitute an offer to sell or a solicitation of an offer to buy the securities
described herein in the U.S., or in any jurisdiction in which such an offer or sale would be unlawful.
The securities described herein have not been and will not be registered under the U.S. Securities
Act of 1933, as amended, or any U.S. state securities laws and may not be offered or sold in the
U.S. or to the account or benefit of a U.S. person or a person in the U.S. absent registration or an
applicable exemption from the registration requirements.
Qualified Person Statement
Technical information in this news release has been approved by Fireweed Metals VP Geology ,
Jack Milton, P.Geo. (BC), a ‘Qualified Person’ as defined under Canadian National Instrument
43-101.
About Fireweed Metals Corp. (TSXV: FWZ; OTCQX: FWEDF; FSE:M0G): Fireweed Metals
Corp. is an exploration company unlocking significant value in a new critical metals district located
in Yukon, Canada. Fireweed is 100% owner of the Macpass District, a large and highly
prospective 977 km2 land package. The Macpass District includes the Macpass zinc -lead-silver
project and the Mactung tungsten project, both characterized by meaningful size, grade and
opportunity. At the Macpass project, Fireweed owns one of the largest undeveloped zinc
resources worldwide*, in a region with enormous exploration potential. The Mactung project is a
strategic critical metals asset that hosts the world’s largest high-grade tungsten resource* —a
potential long-term supply of tungsten for North America. A Lundin Group company, Fireweed is
strongly positioned to create meaningful value.
In Canada, Fireweed (TSXV: FWZ) trades on the TSX Venture Exchange. In the USA, Fireweed
(OTCQX: FWEDF) trades on the OTCQX Best Market for early stage and developing U.S. and
international companies and is DTC eligible for enhanced electronic clearing and settlement.
Investors can find Real -Time quotes and market information for the Company on
www.otcmarkets.com. In Europe, Fireweed (FSE: M0G) trades on the Frankfurt Stock Exchange.
Additional information about Fireweed and its projects can be found on the Company’s website
at FireweedMetals.com and at www.sedarplus.com
ON BEHALF OF FIREWEED METALS CORP.
“Peter Hemstead”
Interim 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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Cautionary Statements
Offering Disclosure Statements
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.
Forward Looking Statements
This news release contains “forward-looking” statements and information (“forward-looking
statements”). All statements, other than statements of historical facts, included herein, including,
without limitation, statements relating to interpretation of the terms of the Offering, the participation
of certain existing shareholders, future work plans, the use of funds, and the potential of the
Company’s projects, are 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 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, unanticipated
reclamation expenses, 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 laboratory 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, (ii) that all closing conditions will be satisfied, (iii) the funds raised will be used in
the manner outlined above, and (iv) the 2024 exploration initiatives will be carried out as planned,
including that a 14,000-metre drilling program will be completed at Macpass. The Company
assumes no obligation to update forward ‐looking statements or beliefs, opinions, projections or
other factors, except as required by law.
Footnotes and References
*: References to relative size and grade of the Mactung resources and Macpass resources in
comparison to other tungsten and zinc deposits elsewhere in the world, respectively, are based
on review of the Standard & Poor’s Global Market Intelligence Capital IQ database.
*: For Tom and Jason Mineral Resources, see https://www.sedarplus.ca/ Fireweed Technical
Report titled “NI 43-101 Technical Report on the Macmillan Pass Zinc -Lead-Silver Project,
Watson Lake and Mayo Mining Districts Yukon Territory, Canada” filed on
https://www.sedarplus.ca/ on February 23, 2018, and Fireweed News Release dated January 10,
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2018. Leon McGarry, P.Geo., Senior Resource Geologist for CSA Global Canada Geosciences
Ltd. is independent of Fireweed Metals Corp. and a ‘Qualified Person’ as defined under Canadian
National Instrument 43- 101. Mr. McGarry is responsible for the Macpass Mineral Resource
Estimate.
*: For Tom and Jason PEA study, see https://www.sedarplus.ca/ Fireweed Technical Report titled
“NI 43-101 Technical Report Macmillan Pass Project Yukon Territory Canada” filed on
https://www.sedarplus.ca/ on July 9, 2018, and Fireweed News Release dated May 23, 2018.
This Technical Report includes a Preliminary Economic Analysis (PEA) disclosing an economic
analysis of mineral resources that is preliminary in nature and does not include any mineral
reserves. It is equally emphasized that the mineral resources disclosed within this Technical
Report are not mineral reserves and do not have demonstrated economic viability. Michael
Makarenko, P.Eng., Project Manager for JDS Energy and Mining, Inc., is independent of Fireweed
Metals Corp. and a ‘Qualified Person’ as defined under Canadian National Instrument 43-101.
Mr. Makarenko is responsible for the PEA results.
*: For Mactung Mineral Resources, see Fireweed news release dated June 13, 2023 “Fireweed
Metals Announces Mineral Resources for the Mactung Project: the Largest High-Grade Tungsten
Deposit in the World” and the technical report entitled “NI 43-101 Technical Report, Mactung
Project, Yukon Territory, Canada,” with effective date July 28, 2023 filed on
https://www.sedarplus.ca/. Garth Kirkham, P.Geo. is independent of Fireweed Metals Corp., and
a ‘Qualified Person’ as defined under Canadian National Instrument 43-101. Garth Kirkham, of
Kirkham Geosystems Limited., is responsible for the Mactung Mineral Resource Estimate.
Contact: Peter Hemstead
Phone: +1 (604) 689-7842
Email: [email protected]