Fireweed Zinc Closes $5.18 Million Private Placement
Page 2 of 2
NEWS RELEASE
December 8, 2021 TSXV: FWZ
OTCQB: FWEDF
FSE:20F
Fireweed Zinc Closes $5.18 Million Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia: FIREWEED ZINC LTD. (“Fireweed” or the “Company”) (TSXV: FWZ;
OTCQB: FWEDF; FSE: 20F) is pleased to announce closing of the non-brokered private placement (the
“Offering”) first announced November 24, 2021 for total gross proceeds of CAD$5,178,400. The Offering
consisted of 6,473,000 flow-through common shares of the Company at a price of CAD$0.80 per
share (“Flow-Through Shares”).
Highlights
• $5.18 million Offering, substantially over-subscribed over initial $3.6M opening
• Financing will allow Fireweed to secure service contractors including drillers early for the 2022
Macmillan Pass Project (Yukon) work program
Fireweed CEO Brandon Macdonald stated, “Thanks to strong investor demand we are able to close this
financing on proceeds 45% higher than what we opened on despite challenging market conditions. We felt
it was important to raise money early for next season because it is expected that there will again be a
shortage of drillers and other service contractors. Having money in the bank now allows us first choice of
the best contractors for next year and will allow our highly skilled technical team ample time to plan an
effective 2022 exploration program.”
The proceeds from the Offering will be used for exploration of the Company’s Macmillan Pass Project in
Yukon, Canada; and specifically will be used to incur Canadian Exploration Expenses (“CEE”) that qualify
as “flow-through mining expenditures” under the Income Tax Act (Canada), all of which will be renounced
to investors. The Company will pay finders fees in compliance with 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 $103,704 and 129,630 warrants exercisable for 12 months
from the date of issuance to acquire common shares of the Company at an exercise price of $0.70 per share.
Insiders of the Company acquired an aggregate of 22,500 Flow Through 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 trans action is relatively immaterial, and
was not necessary to complete the Offering, and can generally be considered reasonable in the
circumstances.
Page 2 of 2
This Offering remains subject to final approval 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 Zinc Ltd. (TSXV: FWZ): Fireweed Zinc is a public mineral exploration company
focused on zinc-lead-silver and managed by a veteran team of mining industry professionals. The Company
is advancing its district-scale 940 km2 Macmillan Pass Project in Yukon, Canada, which is host to the 100%
owned Tom and Jason zinc-lead-silver deposits with current Mineral Resources and a PEA economic study
(see Fireweed news releases dated January 10, 2018, and May 23, 2018, respectively, and reports filed on
www.sedar.com for details) as well as the Boundary Zone, 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 (MAC, MC, MP, Jerry, BR, NS, Oro, Sol, Ben, and Stump)
which cover exploration targets in the district where previous and recent work identified zinc, lead and
silver prospects, and geophysical and geochemical anomalies in prospective host geology.
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. Companies are current in their reporting and undergo 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.
Additional information about Fireweed Zinc and its Macmillan Pass Zinc Project including maps and drill
sections can be found on the Company’s website at www.FireweedZinc.com and at www.sedar.com.
ON BEHALF OF FIREWEED ZINC LTD.
“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.
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 securities in the United States. The 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 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. S ecurities Act and
applicable state securities laws or an exemption from such registration is available.
Forward Looking Statements
This news release may contain “forward -looking” statements and information relating to the Company and the Macmillan Pass Project that are
based on the beliefs of Company management, as well as assumptions made by and information currently available to Company management. Such
statements reflect the current risks, uncertainties and assumptions related to certain factors including but not limited to, without limitations,
exploration and development risks, expenditure and financing requirements, general economic conditions, changes in financial markets, the effects
of the pandemic, 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, m etal prices, relationships
with vendors and strategic partners, governmental regulations and oversight, permitting, seasonality and weather, technological change, industry
practices, and one-time events. Should any one or more risks or uncertainties materialize or change, or should any underlying assumptions prove
incorrect, actual results and forward -looking statements m ay vary materially from those described herein. The Company does not undertake to
update forward‐looking statements or forward‐looking information, except as required by law.