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Fireweed Closes $5.6 Million Final Tranche of Non-Brokered Financing

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Fireweed Closes $5.6 Million Final Tranche of Non-Brokered Financing

 

 

 

 

 

FIREWEED METALS CORP. (TSX-V: FWZ) (OTCQX: FWEDF) is pleased to announce the closing of the second and final tranche of its previously announced non-brokered private placement offering for additional gross proceeds of $5,624,033 from the issuance of 3,124,463 common shares of the Company at a price of $1.80 per Share to Nemesia S.à.r.l., a company controlled by trusts settled by the late Adolf H. Lundin, following receipt of the requisite shareholder approval received at a special meeting of shareholders held on June 25, 2025 whereby disinterested shareholders approved the Lundin Family Trust as a Control Person of the Company (as such term is defined in the policies of the TSX Venture Exchange).

 

This closing marks the completion of Fireweed’s overall financing, which raised total gross proceeds of $60 million through a combination of brokered and non-brokered offerings.

 

Brokered Offering

 

On May 28, 2025, the Company closed an upsized brokered private placement financing of $46 million consisting of:

  • 12,545,000 critical mineral charity flow-through common 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  of the Company at a price of $2.57 per NCM FT Share for aggregate gross proceeds of $11,002,170.

 

The proceeds from the Brokered Offering have been and 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 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

 

In addition to the Brokered Offering, the Company raised total gross proceeds of $14 million under the Non-Brokered Offering through two tranches of common share issuances:

  • On May 28, 2025, the Company closed the first tranche for gross proceeds of $8,376,007 from the issuance of 4,653,337 Shares at a price of $1.80 per Share.
  • On June 25, 2025, the Company closed the second and final tranche for gross proceeds of $5,624,033 from the issuance of 3,124,463 Shares at a price of $1.80 per Share.

 

The proceeds from the Non-Brokered Offering have been and will be used for exploration and development of the Company’s projects in northern Canada as well as for working capital and general corporate purposes.

 

The Shares issued pursuant to the Non-Brokered Offering are subject to a four-month plus one day hold period under applicable Canadian securities laws, commencing on the respective closing dates of each tranche, being May 28, 2025 for the first tranche and June 25, 2025 for the second tranche. 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.

 

As the Lundin Family Trust is a “related party” of the Company as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions their participation in the Non-Brokered Financing is considered a “related party transaction” (as defined in MI 61-101). Such participation was exempt from the formal valuation and minority shareholder approval requirements under Sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the securities acquired by the Lundin Family Trust, nor the consideration for the securities paid by the Lundin Family Trust, exceeded 25% of the Company’s market capitalization (as calculated in accordance with MI 61-101).

 

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 June 26, 2025

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