/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TSXV: FWZ
OTCQX: FWEDF
FSE:M0G
VANCOUVER, BC, June 25, 2025 /CNW/ - FIREWEED METALS CORP. ("Fireweed" or the "Company") (TSXV: FWZ) (OTCQX: FWEDF) is pleased to announce the closing of the second and final tranche of its previously announced non-brokered private placement offering ("Non-Brokered Offering") for additional gross proceeds of $5,624,033 from the issuance of 3,124,463 common shares of the Company ("Shares") 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 (the "Lundin Family Trust"), 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 (the "Brokered Offering") of $46 million consisting 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.
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) (the "Tax Act")) 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 ("MI 61-101"), 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.
Fireweed trades on the TSX Venture Exchange under the trading symbol "FWZ", on the OTCQX Best Market under the symbol "FWEDF", and on the Frankfurt Stock Exchange under the trading symbol "M0G".
Additional information about Fireweed and its projects can be found on the Company's website at www.fireweedmetals.com and at www.sedarplus.com.
ON BEHALF OF FIREWEED METALS CORP.
"Ian Gibbs"
CEO
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
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 use of proceeds from the Brokered Offering and the Non-Brokered Offering, statements relating to interpretation of drill results, targets for exploration, potential extensions of mineralized zones, geophysical anomalies, future work plans, 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.
SOURCE Fireweed Metals Corp.
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