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VANCOUVER, British Columbia, May 08, 2025 (GLOBE NEWSWIRE) -- FIREWEED METALS CORP. (“Fireweed” or the “Company”) (TSXV: FWZ; OTCQX: FWEDF), is pleased to announce a brokered and non-brokered financing for up to $45 million from strategic and other investors, including the Lundin Family Trusts, to advance exploration and development activities at the Company’s Macpass, Mactung, Gayna and NCIIP projects located in northern Canada.

Brokered Private Placement

The Company is pleased to announce that it has entered into an agreement with Ventum Financial Corp. as co-lead agent and bookrunner, alongside Haywood Securities Inc, as co-lead agent, on behalf of a syndicate of agents (together the “Agents”), pursuant to which the Company will undertake a brokered private placement to raise aggregate gross proceeds of up to $35,002,090 (the “Brokered Offering”).

The Brokered Offering will consist of:

• 10,753,000 critical mineral charity flow-through common shares (“CM FT Shares”) of the Company at a price of $2.79 per CM FT Share.
• 1,946,000 non-critical mineral charity flow-through common shares (“NCM FT Shares”) of the Company at a price of $2.57 per NCM FT Share.

The proceeds from the Brokered Offering 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 (the “NCM Commitment Amount”) will be used before 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 “flow-through mining expenditures” under the Tax Act (the “NCM Qualifying Expenditures”). The aggregate gross proceeds raised from the CM FT Shares (the “CM Commitment Amount”) 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 (the “CM Qualifying Expenditures” and NCM Qualifying Expenditures are referred to collectively as “Qualifying Expenditures”).

The Brokered Offering is expected to close on or about May 28, 2025, and is subject to certain customary conditions, including, but not limited to, the execution of an agency agreement and the receipt of all necessary regulatory approvals and approval of the TSX Venture Exchange.

The securities issued pursuant to the Brokered Offering shall be subject to a four-month plus one day hold period commencing on the day of the closing of the Brokered Offering under applicable Canadian securities laws. 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.

Non-Brokered Private Placement

Concurrently with the Brokered Offering, the Company will conduct a non-brokered private placement to raise up to $10 million (the “Non-Brokered Offering”). The Lundin Family Trusts (as defined below) have indicated their intention of subscribing in the Non-Brokered Offering.

The Non-Brokered Offering will consist of:

• 5,555,600 common shares (“Shares”) of the Company at a price of $1.80 per Share.
  

The proceeds from the Non-Brokered Offering 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.

Trusts settled by the late Adolf H. Lundin (the "Lundin Family Trust") have indicated their intention to participate in the Non-Brokered Offering. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as a private entity controlled by the Lundin Family Trusts currently holds more than 10% of the Company’s outstanding shares. Such participation will be 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 insiders, nor the consideration for the securities paid by such insiders, will exceed 25% of the Company’s market capitalization.

The Company expects that participation in the Non-Brokered Offering by the Lundin Family Trusts will require approval of the disinterested shareholders of the Company pursuant to Policy 4.1 of the TSXV Corporate Finance Manual. It is anticipated that a special meeting of the Company's shareholders (the "Special Meeting") to consider and approve the Lundin Family Trust’s participation in the Non-Brokered Offering will be held in June 2025.

Closing of the Non-Brokered Offering is expected to occur promptly following the Special Meeting, or may occur in tranches, and is subject to other customary closing conditions and receipt of certain regulatory approvals.

Full details of the Non-Brokered Offering will be included in the management information circular and related documents (the "Meeting Materials") and are expected to be delivered to the Company's shareholders in May 2025 in connection with the Special Meeting.

The Brokered Offering and Non-Brokered Offering are both subject to customary closing conditions, including approval of the TSXV.

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 km ² 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 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 to the Brokered Offering and the Non-Brokered Offering, timing thereof, completion and use of proceeds thereof, 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.

Contact: Alex Campbell

Phone: +1 (604) 689-7842

Email: info@fireweedmetals.com