FIREWEED METALS CORP. (“Fireweed” or the “Company”) (TSXV: FWZ;
OTCQB: FWEDF, formerly Fireweed Zinc Ltd.) is pleased to announce
the closing of the non-brokered private placement (the
“
Offering”) first announced August 10, 2023.
Highlights
-
$16.8 million total raised to expand the 2023 drill program and
support other exploration
-
The Lundin Family, through their Trusts, subscribed for a total of
4,635,000 shares
-
Other key shareholders subscribed including Larry Childress for
1,400,000 shares and Teck Resources Limited for 700,000 shares
The Offering
The Offering consisted 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 or directly
(“Premium Flow-through Shares”).
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 (“CEE”) 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.
Insiders of the Company acquired an aggregate of
6,085,000 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 (“MI 61-101”). 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. 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
$61,355.48 and 46,945 warrants exercisable for 12 months from the
date of issuance to acquire common shares of the Company at an
exercise price of $1.37 per share.
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. (TSXV: FWZ;
OTCQB: FWEDF; FSE:20F): Fireweed Metals 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.
In Canada, Fireweed (TSXV: FWZ) trades on the
TSX Venture Exchange. In the USA, Fireweed (OTCQB: FWEDF) trades on
the OTCQB Venture Market for early stage and developing U.S. and
international companies and is DTC eligible for enhanced electronic
clearing and settlement. Investors can find Real-Time quotes and
market information for the Company on www.otcmarkets.com. In
Europe, Fireweed (FSE: 20F) trades on the Frankfurt Stock
Exchange.
Technical information in this news release has
been approved by Fireweed Metals VP Geology, Jack Milton, Ph.D.,
P.Geo. (BC), a ‘Qualified Person’ as defined under Canadian
National Instrument 43-101.
Additional information about Fireweed and its
projects can be found on the Company’s website
at FireweedMetals.com and at www.sedarplus.com
ON BEHALF OF FIREWEED METALS
CORP.
“Brandon Macdonald”
CEO & Director
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Cautionary Statements
Offering Disclosure Statements
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the Company’s
securities in the United States. The Company’s shares have not been
and will not be registered under the United States Securities Act
of 1933, as amended (the "U.S. Securities Act"), or any state
securities laws and may not be offered or sold within the United
States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
Forward Looking Statements
This news release contains “forward-looking”
statements and information (“forward-looking statements”). All
statements, other than statements of historical facts, included
herein, including, without limitation, statements relating to
interpretation of drill results, future work plans, the use of
funds, and the potential of the Company’s projects, are forward
looking statements. Forward-looking statements are frequently, but
not always, identified by words such as "expects”, "anticipates”,
"believes”, "intends”, "estimates”, "potential”, "possible”, and
similar expressions, or statements that events, conditions, or
results "will”, "may”, "could”, or "should” occur or be achieved.
Forward-looking statements are based on the beliefs of Company
management, as well as assumptions made by and information
currently available to Company management and reflect the beliefs,
opinions, and projections on the date the statements are made.
Forward-looking statements involve various risks and uncertainties
and accordingly, readers are advised not to place undue reliance on
forward-looking statements. There can be no assurance that such
statements will prove to be accurate, and actual results and future
events could differ materially from those anticipated in such
statements. Important factors that could cause actual results to
differ materially from the Company's expectations include but are
not limited to, exploration and development risks, unanticipated
reclamation expenses, expenditure and financing requirements,
general economic conditions, changes in financial markets, the
ability to properly and efficiently staff the Company’s operations,
the sufficiency of working capital and funding for continued
operations, title matters, First Nations relations, operating
hazards, political and economic factors, competitive factors, metal
prices, relationships with vendors and strategic partners,
governmental regulations and oversight, permitting, seasonality and
weather, technological change, industry practices, uncertainties
involved in the interpretation of drilling results and laboratory
tests, and one-time events. The Company assumes no obligation to
update forward‐looking statements or beliefs, opinions, projections
or other factors, except as required by law.
Footnotes and References
* References to relative size and grade of the
Mactung resources and Macmillan Pass resources in comparison to
other tungsten and zinc deposits elsewhere in the world,
respectively, are based on review of the Standard & Poor’s
Global Market Intelligence Capital IQ database.
1: For details and QP statements, see
https://www.sedarplus.ca/ Fireweed Technical Report titled “NI
43-101 Technical Report on the Macmillan Pass Zinc-Lead-Silver
Project, Watson Lake and Mayo Mining Districts Yukon Territory,
Canada” filed on https://www.sedarplus.ca/ on February 23, 2018,
and Fireweed News Release dated January 10, 2018.
2: For details and QP statements, see
https://www.sedarplus.ca/ Fireweed Technical Report titled “NI
43-101 Technical Report Macmillan Pass Project Yukon Territory
Canada” filed on https://www.sedarplus.ca/ on July 9, 2018, and
Fireweed News Release dated May 23, 2018. This Technical Report
includes a Preliminary Economic Analysis disclosing an economic
analysis of mineral resources that is preliminary in nature and
does not include any mineral reserves. It is equally emphasized
that the mineral resources disclosed within this Technical Report
are not mineral reserves and do not have demonstrated economic
viability.
3: For details and QP statements, see Fireweed
news release dated June 13, 2023 “Fireweed Metals Announces Mineral
Resources for the Mactung Project: the Largest High-Grade Tungsten
Deposit in the World” and the technical report entitled “NI 43-101
Technical Report, Mactung Project, Yukon Territory, Canada,” with
effective date July 28, 2023 filed on
https://www.sedarplus.ca/
Contact: Brandon MacdonaldPhone: (604)
646-8361Email: info@fireweedmetals.com
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