FIREWEED METALS CORP. (TSX-V: FWZ) (OTCQB: FWEDF) (formerly known as Fireweed Zinc Ltd.) is pleased to announce the closing of the non-brokered private placement first announced November 29, 2022.

Highlights

• $35.1 million total raised, a substantial increase over the initial $27 million offering
• The Lundin Family and Associates subscribed for a total of 27 million shares
• Other key shareholders subscribed including Larry Childress for 3.3 million shares and Teck Resources Limited for 3.4 million shares

CEO Statement

Brandon Macdonald, CEO, stated “We welcome the Lundin Family as a major cornerstone shareholder and are excited to show them and all our other shareholders what we can do on a well-funded program. We also thank key shareholders such as Larry Childress and Teck for continuing to back us. Fireweed is now financed for our biggest ever program in 2023 and have our most catalyst-rich year ahead of us.”

The Offering

The Offering consisted of three parts for gross proceeds of $35,139,720 as follows:

1. 31,713,027 shares of the Company at a price of CAD$0.74 per Share;
2. 4,672,818 flow-through common shares of the Company at a price of CAD$0.88 per share;
3. 6,300,000 flow-through common shares of the Company at a price of CAD$1.20 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, and for general working capital purposes. The gross proceeds from the issuance of all Flow-Through and Premium Flow-Through Shares will be used on the Company’s Zinc 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 Flow-Through and Premium Flow-Through Shares with an effective date no later than December 31, 2022 in an aggregate amount no less than the proceeds raised from the issue of the Flow-Through and Premium Flow-Through Shares.

The Company will pay finders fees in compliance within 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 $387,806 and 480,435 warrants exercisable for 12 months from the date of issuance to acquire common shares of the Company at an exercise price of $0.80 per share.

Insiders of the Company acquired an aggregate of 5,119,500 Common 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. 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 transaction is relatively immaterial, and was not necessary to complete the Offering, and can generally be considered reasonable in the circumstances.

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 Metals is a public mineral exploration company on the leading edge of Critical Minerals project development. The Company has three projects located in northern Canada:

• Macmillan Pass Zinc-Lead-Silver Project: Fireweed owns 100% of the district-scale 940 km² Macmillan Pass project in Yukon, Canada, which is host to the Tom and Jason zinc-lead-silver deposits with current Mineral Resources and a PEA economic study (see Fireweed news releases dated 10^th January 2018, and 23^rd May 2018, respectively, and reports filed on www.sedar.com for details) as well as the Boundary Zone, Boundary Zone West, 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 with known showings and significant upside exploration potential. The large 2022 drill program utilizing four drills is now complete and assay results are being announced as they are received and interpreted.
• Mactung Tungsten Project: The Company has a binding Letter of Intent to acquire 100% interest in the 37.6 km² Mactung Tungsten Project located adjacent to the Macmillan Pass Project. Mactung contains historic resources that make it one of the largest and highest-grade undeveloped tungsten resources in the world. Located in Canada, it is one of the rare large tungsten resources outside of China. Due diligence and validation work on historic data as well as relogging and sampling of historic drill core has been completed and will support a new mineral resource estimate.
• Gayna River Zinc-Lead-Gallium-Germanium Project: Fireweed has 100% of the 128.75 km² Gayna River project located 180 kilometres north of the Macmillan Pass project. It is host to extensive critical minerals mineralization including zinc, gallium and germanium as well as lead and silver, outlined by 28,000 metres of historic drilling and significant upside potential. The 2022 field program of airborne LiDAR topographic surveying and ground geophysics is now complete and data is being interpreted toward defining drill targets.

Technical information in this news release has been approved by George Gorzynski, P.Eng., Director and a ‘Qualified Person’ as defined under Canadian National Instrument 43-101.