Fireweed Zinc Closes $5.2 Million Private Placement
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NEWS RELEASE
August 6, 2020 TSXV: FWZ
Fireweed Zinc Closes $5.2 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)
is pleased to announce closing of the non-brokered private placement (the “ Offering”) announced
July 15, 2020 for total gross proceeds of CAD$5.2 million.
Highlights
• $5.2 million Offering over-subscribed
• Insiders, namely Directors, Management, and their proxies, participated for a total of 521,697 Units
plus 76,961 Flow Through Shares in the financing to add to their holdings
• Financing will provide Fireweed with capital to fund the 2020 work program primarily focused on
drilling in the Boundary Zone at Macmillan Pass but also exploration of new target areas
Fireweed CEO Brandon Macdonald stated, “ Thanks to impressive investor demand we are able to close
this financing on proceeds alm ost 50% higher than what we opened on. Now, building on l ast year’s best
holes ever at Boundary including 100 metres of 7.94% zinc from surface including 6.4 metres of 42.88%
zinc, we can drill to further test the high grade and extensions of the zone as we start to outline a potential
open pit deposit at Boundary. We will also be exploring and drilling on some new targets seeking new
discoveries. Our crews are already in the field finalizing drill sites and we are looking forward to more great
results this summer.”
The Offering consists of three parts for gross proceeds of CAD$5,239,351 as follows:
1. 3,154,673 units (“Units”) of the Company at a price of CAD$0.53 per Unit , each Unit consisting
of one non-flow-through common share and a half two-year warrant exercisable at CAD$0.80 per
share;
2. 3,582,423 flow-through common shares of the Company at a price of CAD$0.65 per share (“Flow-
Through Shares”); and
3. 1,630,000 flow-through common shares of the Company at a price of CAD$0.76 per share through
a donation arrangement (“Charity Flow-Through Units”) with a half two-year warrant exercisable
at CAD$0.80 per share.
The proceeds from the Offering will be used for exploration and development of the Company’s Macmillan
Pass Project in Yukon, Canada, and for general working capital purposes. The gross proceeds from the
issuance of all flow-through shares will be used to incur Canadian Exploration Expenses (“CEE”), and will
qualify as “flow -through mining expenditures” under the Income Tax Act (Canada), which will be
renounced to the purchasers of flow-through shares with an effective date no later than December 31, 2020
in an aggregate amount no less than the pr oceeds raised from the issue of the Flow -Through Shares and
Charity Flow-Through Shares. The Company will pay finders fees in compliance with the policies of the
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TSX Venture Exchange and applicable securities legislation, to arm’s length finders in connection with
subscriptions from subscribers introduced by them, totaling $131,691 and 232,386 warrants. All finder’s
warrants are exercisable for 12 months from the date of issuance to acquire common shares of the Company
at an exercise price of $0. 60 per share for the 75,532 warrants issued for the $0.53 Units, $0.65 per share
for the 71,054 warrants issued for the $0.65 Flow-Through Shares, and $0.76 per share for the 85,800 issued
for the Charity Flow-Through Units. The Company also paid 56,604 Units (56,604 shares and 28,302 two-
year warrants exercisable at CAD$0.80) to an arm’s length party for corporate finance services.
Insiders of the Company acquired an aggregate of 571,697 Units and 76,961 Flow Through Shares in the
Offering, which participati on 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 appr oval 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 before 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.
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 and managed by a veteran team of mining indus try professionals. The Company is
advancing its district-scale 544 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 option agreements on large blocks of adjacent claims (MAC, MC, MP, Jerry, BR and NS)
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.
Additional information about Fireweed Z inc and its Macmillan Pass Zinc Project 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.
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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 securities in the Unit ed States. The securities
have not been and will not be registered under the United States Securitie s 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 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 ability
to properly and efficiently staff the Company’s operations, the sufficiency of working capital and funding for co ntinued 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, seasona lity and weather, technological change, industry practices, and one -time
events. Additional risks are set out in the Company’s prospectus dated May 9, 2017, and filed under the Company’s profile on SEDAR at
www.sedar.com. Should any one or more risks or uncertainties materialize or change, or should any underlying assumptions prove incorrect, actual
results and forward -looking statements may 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.