FIREWEED METALS CORP. (TSX-V: FWZ) (OTCQX: FWEDF) is pleased to announce the closing of the non-brokered private placement first announced June 6, 2024.

Highlights

• $43 million total raised, a significant increase over the initial $30 million offering.
• The Lundin Family Trusts, through their company Nemesia S.à.r.l., subscribed for a total of 5,000,000 shares and Larry Childress for a total 3,363,636 shares.

The Offering

The Offering consisted of three parts for gross proceeds of approximately C$43 million as follows:

• 12,985,586 common shares of the Company issued at a price of C$1.10 per share;
• 909,090 common shares of the Company that qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) issued at a price of C$1.55 per share; and
• 15,828,359 common shares of the Company that qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) sold to charitable purchasers issued at a price of C$1.73 per share.

The FT Shares and CFT Shares are being issued by the Company at a premium to the trading price of the Shares, as is customary for such issuances, because subscribers of those shares receive a flow-through of the Company’s eligible exploration expenses which are then used by such subscribers as a personal tax attribute. CFT Shares are generally issued at a higher premium relative to FT Shares given subscribers benefit from an additional tax incentive.

The proceeds from the Offering will be used for exploration and development of the Company’s projects in northern Canada, and, to the extent permissible, for general working capital purposes.

The gross proceeds from the issuance of FT Shares and CFT Shares will be used on the Company’s projects to incur Canadian Exploration Expenses, with the largest portion qualifying 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 FT Shares and CFT Shares with an effective date no later than December 31, 2024, in an aggregate amount no less than the proceeds raised from the issue of FT Shares and CFT Shares.

Insiders of the Company acquired an aggregate of 8,422,726 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, which is generally considered reasonable in the circumstances.

All securities issued under the Offering are subject to a statutory hold period until October 22, 2024.

The Company will pay aggregate finder’s fees of C$668,060 in connection with subscriptions from subscribers introduced to the Offering by Ventum Financial Corp. and Haywood Securities Inc., in compliance within the policies of the TSX Venture Exchange and applicable securities legislation.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the U.S., or in any jurisdiction in which such an offer or sale would be unlawful. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any U.S. state securities laws and may not be offered or sold in the U.S. or to the account or benefit of a U.S. person or a person in the U.S. absent registration or an applicable exemption from the registration requirements.

About Fireweed Metals Corp.

Fireweed Metals Corp. is an exploration company unlocking significant value in a new critical metals district located in Yukon, Canada. Fireweed is 100% owner of the Macpass District, a large and highly prospective 977 km² land package. The Macpass District includes the Macpass zinc-lead-silver project and the Mactung tungsten project, both characterized by meaningful size, grade and opportunity. At the Macpass project, Fireweed owns one of the largest undeveloped zinc resources worldwide*, in a region with enormous exploration potential. The Mactung project is a strategic critical metals asset that hosts the world’s largest high-grade tungsten resource* – a potential long-term supply of tungsten for North America. A Lundin Group company, Fireweed is strongly positioned to create meaningful value.