Fireweed Metals Increases Private Placement to C$43M and Appoints New Board Chair
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NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
NEWS RELEASE
June 17, 2024 TSXV: FWZ
OTCQX: FWEDF
FSE: M0G
Fireweed Metals Increases Private Placement to C$43M
and Appoints New Board Chair
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 offering (the
“Offering”) of Offered Shares (as defined below).
The increased Offering consists of three parts for gross proceeds of approximately C$43 million,
as follows:
• 12,985,586 common shares of the Company (“Shares”) at a price of C$1.10 per share;
• 909,090 common shares of the Company that will qualify as “flow-through shares” within
the meaning of subsection 66(15) of the Income Tax Act (Canada) (“FT Shares”) at a
price of C$1.55 per share; and
• 15,828,359 common shares of the Company that will qualify as “flow -through shares”
within the meaning of subsection 66(15) of the Income Tax Act (Canada) to be sold to
charitable purchasers (“CFT Shares” and collectively with the Shares and the FT Shares,
the “Offered Shares”) at a price of C$1.73 per share.
The FT Shares and CFT Shares are being issued by the Company at a premium to the trading
price of the Shares, as is customary for such issuances, because subscribers of those shares
receive a flow-through of the Company’s eligible exploration expenses whic h are then used by
such subscribers as a personal tax attribute. CFT Shares are generally issued at a higher
premium relative to FT Shares given subscribers benefit from an additional tax incentive.
The proceeds from the Offering will be used for exploration and development of the Company’s
projects in northern Canada, and, to the extent permissible, for general working capital purposes.
The gross proceeds from the issuance of FT Shares and CFT 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 FT Shares
and CFT 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 FT Shares and CFT Shares.
The issuance of Offered Shares to insiders, including The Lundin Family Trusts, will constitute a
“related party transaction”, as defined under Multilateral Instrument 61 -101 (“MI 61-101“). Such
participation by insiders will be exempt from the formal valuation and minority shareholder
approval requirements of MI 61-101 under section 5.5(a) and 5.7(1)(a) of MI 61-101, respectively,
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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 approval of the TSX Venture Exchange. The
Company anticipates closing the Offering on or about June 19, 2024, or as soon as practicable
thereafter, subject to the receipt of all necessary regulatory approvals. 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.
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.
New Board Chair
Subsequent to the Annual General and Special Meeting of shareholders held by the Company on
June 11, 2024, Paul Harbidge was appointed by the Fireweed Board of Directors (the “Board”)
to take over as Chair in the place of John Robins.
Peter Hemstead, Director and Interim President and CEO commented, " John has been an
outstanding Board Chair, providing insightful feedback and strong leadership that has driven the
Company's growth to date. On behalf of Fireweed's Board, we extend our deepest gratitude for
his invaluable contributions and look forward to his continued involvement as a dedicated Board
member."
Peter Hemstead also commented, "We are excited to welcome Paul as our new Board Chair. His
extensive experience as a seasoned mining executive, combined with his exploration expertise,
will be invaluable as we advance our initiatives and unlock the potential of the Macpass District.”
Paul Harbidge
Mr. Harbidge is a geologist with more than 25 years of experience in mining exploration and
development with a proven track record of discovering world-class gold deposits. Mr. Harbidge is
President, CEO and director of Faraday Copper Corp. Mr. Harbidge was previously the President
and CEO of GT Gold and led the company to a CDN$456 million acquisition by Newmont Mining
Corp. in May 2021. Prior to this Mr. Harbidge was the Senior Vice President of Exploration at the
multinational gold mining company Goldcorp Inc. from 2016 until its acquisition by Newmont
Mining Corp. in April 2019. Prior to that, Mr. Harbidge successfully led the exploration team at
Randgold Resources Ltd., resulting in five major gold discoveries including the +5Moz Gounkoto
deposit in the Loulo area of Mali and the +4Moz Massawa deposit in Senegal. Mr. Harbidge is
also a director of the gold exploration company Japan Gold Corp. is a technical advisor to Kalo
Gold in Fiji and Gemdale Gold in Finland. He has a First-class Honours Degree in Geology from
Kingston University, London (UK) and a Masters of Science in Mineral Exploration and Mining
Geology from Leicester University (UK).
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.
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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 se ttlement.
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
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.
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.
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 i the terms of the Offering, the participation of certain insiders in the Offering, the use
of proceeds of the Offering , future work plans, 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, u nanticipated
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, seas onality 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.
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*: 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, 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]