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Fireweed Closes $46 Million Brokered Financing and $8.3 Million Initial Tranche of Non-Brokered Financing

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Fireweed Closes $46 Million Brokered Financing and $8.3 Million Initial Tranche of Non-Brokered Financing

 

 

 

 

 

FIREWEED METALS CORP. (TSX-V: FWZ) (OTCQX: FWEDF) is pleased to announce that it has closed its upsized brokered private placement financing of $46 million and an $8.3 million initial tranche of its upsized non-brokered private placement financing, each first announced on May 8, 2025, to advance exploration and development activities at the Company’s Macpass, Mactung, Gayna and North Canol Infrastructure Improvement projects located in northern Canada.

 

Brokered Offering

 

The Brokered Offering consisted of the issuance of:

  • 12,545,000 critical mineral charity flow-through common shares (“CM FT Shares”) of the Company at a price of $2.79 per CM FT Share for aggregate gross proceeds of $35,000,550.
  • 4,281,000 non-critical mineral charity flow-through common shares (“NCM FT Shares”) of the Company at a price of $2.57 per NCM FT Share for aggregate gross proceeds of $11,002,170.

 

Ventum Financial Corp. as co-lead agent and sole bookrunner, alongside Haywood Securities Inc., as co-lead agent, on behalf of a syndicate including Agentis Capital Markets Limited Partnership and Cormark Securities Inc. (collectively, the “Agents”), acted as agents of the Brokered Offering. In consideration for their services, the Company paid the Agents a cash commission equal to 5.0% of the gross proceeds from the Brokered Offering.

 

The proceeds from the Brokered Offering will be used for exploration and development of the Company’s projects in northern Canada. The aggregate gross proceeds raised from the NCM FT Shares will be used before on or before December 31, 2026, for general exploration expenditures which will constitute Canadian exploration expenses (within the meaning of subsection 66(15) of the Income Tax Act (Canada) and as “flow-through mining expenditures” under the Tax Act. The aggregate gross proceeds raised from the CM FT Shares will be used on or before December 31, 2026 for general exploration expenditures which will constitute Canadian exploration expenses (within the meaning of subsection 66(15) of the Tax Act) and as “flow-through critical mineral mining expenditures” within the meaning of the Tax Act.

 

Non-Brokered Offering

 

Concurrently with closing of the Brokered Offering, the Company closed an initial tranche of the Brokered Offering, consisting of the issuance of 4,653,337 common shares of the Company at a price of $1.80 per Share for aggregate gross proceeds of $8,376,007.

 

Closing of the second and final tranche of the Non-Brokered Offering, expected to consist of the issuance of 3,124,463 Shares to Nemesia Sàrl, a company controlled by trusts settled by the late Adolf H. Lundin for additional aggregate gross proceeds of $5,624,033, is expected to close as soon as practicable after a special meeting of shareholders of the Company to be held on June 25, 2025. At the Special Meeting, disinterested shareholders will be asked to consider and approve the Lundin Family Trust’s participation in the Non-Brokered Offering as the Lundin Family Trust is a Control Person of the Company (as such term is defined in the policies of the TSX Venture Exchange). Additional details with respect to the matter to be considered at the Special Meeting can be found in the management information circular of the Company which is being delivered to shareholders and will be available under the Company’s profile on SEDAR+ in the ordinary course in advance of the Special Meeting.

 

The Company will pay a finder’s fee of 5% to Pareto Securities AB in connection with certain of the subscriptions introduced to the Corporation under the initial tranche.

 

The securities issued pursuant to the Brokered Offering and the initial tranche of the Non-Brokered Offering are subject to a four-month plus one day hold period under applicable Canadian securities laws commencing today. The securities being offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

 

The Brokered Offering and Non-Brokered Offering each remain subject to the final acceptance of the TSXV.

 

About Fireweed Metals Corp.

 

Fireweed is an exploration company focused on unlocking value in a new critical metals district located in Northern Canada. Fireweed is 100% owner of the Macpass District, a large and highly prospective 985 km2 land package. The Macpass District includes the Macpass zinc-lead-silver project and the Mactung tungsten project. A Lundin Group company, Fireweed is strongly positioned to create meaningful value.

 

Posted May 28, 2025

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