FIREWEED METALS CORP. (TSX-V: FWZ) (OTCQB: FWEDF) (formerly Fireweed Zinc Ltd.) is pleased to announce a non-brokered private placement for gross proceeds of up to CAD$16,800,000.

Highlights

• The Offering is being made available to key existing shareholders with lead orders from the Lundin Family, Larry Childress, and others.
• The price of the Offering will be $1.92 per share, a significant premium to the current market price limiting dilution. There is no intention to upsize the Offering.
• The Lundin Family, through their Trusts, have indicated their intention of subscribing to any amount of the Offering that remains unallocated; This participation retains them collectively as Fireweed’s largest shareholder.
• The Offering will provide Fireweed with capital to significantly expand the large 2023 drill program on the Company’s projects and lay the groundwork for an even larger 2024.

CEO Statement

Brandon Macdonald, CEO, stated “Our 2023 drill program is well underway and ahead of schedule. With expanded and winterized capacity in place at our Macmillan Pass camp, and five drills on site, we are seizing the opportunity to expand our program by as much as 50% or more. This will not only mean a substantial increase in drill results, but also result in improved data to support future resource updates and economic studies. It is a huge vote of confidence in our Geology and Operations teams that our key shareholders will back them to expand an already large program.”

The Offering

The Offering consists of 8,750,000 flow-through common shares of the Company at a price of CAD$1.92 per share through a charitable donation arrangement. The proceeds from the Offering will be used for exploration and development of the Company’s projects in northern Canada. The gross proceeds from the issuance of all Premium Flow-through Shares will be used on the Company’s projects to incur Canadian Exploration Expenses 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 Premium Flow-through Shares with an effective date no later than December 31, 2023 in an aggregate amount no less than the proceeds raised under the Offering.

The issuance of any Common Shares to insiders will constitute a “related party transaction”, as defined under Multilateral Instrument 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 plus a day following the date of closing.

About Fireweed Metals Corp.:

Fireweed is a public mineral exploration company on the leading edge of Critical Minerals project development. Fireweed is well-funded, with a healthy working capital position, and is well-positioned to carry out the large 2023 exploration program. The Company has three projects located in Canada:

• Macmillan Pass Project (Zinc-Lead-Silver): Fireweed owns 100% of the district-scale 940 km² Macmillan Pass project in Yukon, Canada, which is host to one of the largest undeveloped zinc resources in the world** where the Tom and Jason zinc-lead-silver deposits have current Mineral Resources¹ (11.21 Mt Indicated Resource at 6.59% zinc, 2.48% lead, and 21.33 g/t silver; and 39.47 Mt Inferred Resource at 5.84% zinc, 3.14% lead, and 38.15 g/t silver) and a Preliminary Economic Assessment² (PEA). In addition, Boundary Zone, Tom North and End Zone 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.
• Mactung Project (Tungsten): The Company owns 100% interest in the 37.6 km² Mactung Project located adjacent to the Macmillan Pass Project. Recently announced mineral resources for Mactung (41.5 Mt Indicated Resource at 0.73% WO₃ and 12.2 Mt Inferred Resource at 0.59% WO₃)³ make it the world’s largest high-grade resource of the Critical Mineral tungsten*. Located in Canada, it is one of the rare large tungsten resources outside of China*.
• Gayna River Project (Zinc-Lead-Gallium-Germanium): Fireweed owns 100% of the 128.75 km² Gayna River project located 180 km north of the Macmillan Pass project. It is host to extensive mineralization including Critical Minerals zinc, gallium and germanium as well as lead and silver, outlined by 28,000 m of historical drilling and significant upside potential.