Base Metals

Fireweed Closes Previously Announced Offering for Total Proceeds of $35 Million

Fireweed Closes Previously Announced Offering for Total Proceeds of $35 Million

Fireweed Metals CORP. ("Fireweed" or the "Company") (TSXV: FWZ; OTCQB: FWEDF, formerly known as Fireweed Zinc Ltd.) is pleased to announce the closing of the non-brokered private placement (the " Offering ") 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 ("Teck") 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 ("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 ("Flow-Through Shares");
  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 ("Premium Flow-Through Shares").

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 ("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 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 ("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.

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. The Company has three projects located in northern Canada:

  • Macmillan Pass Zinc-Lead-Silver Project: Fireweed owns 100% of the district-scale 940 km 2 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 km 2 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 km 2 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.

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. The Company is current in its reporting, and undergoes an annual verification and management certification process. 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 George Gorzynski, P.Eng., Director and 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.sedar.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.

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.

Cautionary Statements

Forward Looking Statements

This news release contains "forward-looking" statements and information ("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 include, but are not limited to, statements relating to closing of to the Offering, the potential investors, the use of proceeds and the potential of the Company's projects. 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, expenditure and financing requirements, general economic conditions, changes in financial markets, the ability to properly and efficiently staff the Company's operati ons, 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 geological tests, and one-time events. There is no assurance that (i) the Company will be able to complete the Offering on the terms set out above, or at all, or (ii) that the proceeds of the Offering will be expended as contemplated. The Company does not undertake to update forward looking statements or forward looking information, except as required by law.

Contact:
Brandon Macdonald
Phone: (604) 646-8361


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Western Copper And Gold logo (CNW Group/Western Copper and Gold Corporation)

The Report incorporates the results from the Casino Feasibility Study dated August 8, 2022 .

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The Report estimates the GDP generated in Yukon by the construction of Casino at $1.7 billion . The construction phase is estimated to contribute $3.6 billion to Canada's economy while generating 25,580 FTEs resulting in $2.1 billion in wages and salaries across Canada .

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The Casino Project is also expected to generate $11.2 billion in taxes and royalties to various governments during the life of mine.

"The Casino Project is one of the most significant critical minerals projects in Canada and in addition to providing much needed minerals to assist the energy transition will provide great economic benefit to the Yukon and Canada ," said Dr. Paul West-Sells , President and CEO of Western. "Additionally, the Casino project will provide additional benefits such as training, education, and infrastructure enhancements, which will benefit the Yukon over the longer term. Importantly, we can do this while developing the Casino Project in a way that reflects Yukoners environmental and socio-cultural values."

Western Copper and Gold Corporation is developing the Casino Project, Canada's premier copper-gold mine in the Yukon Territory and one of the most economic greenfield copper-gold mining projects in the world.

The Company is committed to working collaboratively with our First Nations and local communities to progress the Casino project, using internationally recognized responsible mining technologies and practices.

For more information, visit www.westerncopperandgold.com

On behalf of the board,

"Paul West-Sells"

Dr. Paul West-Sells
President and CEO
Western Copper and Gold Corporation

Cautionary Disclaimer Regarding Forward-Looking Statements and Information

This news release contains certain forward-looking statements concerning anticipated developments in Western's operations in future periods. Statements that are not historical fact are "forward-looking statements" as that term is defined in the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" as that term is defined in National Instrument 51-102 ("NI 51-102") of the Canadian Securities Administrators (collectively, "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. In making the forward-looking statements herein, the Company has applied certain material assumptions including, but not limited to, the assumption that general business conditions will not change in a materially adverse manner.

Forward-looking statements are statements about the future and are inherently uncertain, and actual results, performance or achievements of Western and its subsidiaries may differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements due to a variety of risks, uncertainties and other factors. Such risks and other factors include, among others, risks involved in fluctuations in gold, copper and other commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; uncertainty of estimates of capital and operating costs, recovery rates, production estimates and estimated economic return; risks related to joint venture operations; risks related to cooperation of government agencies and First Nations in the development of the property and the issuance of required permits; risks related to the need to obtain additional financing to develop the property and uncertainty as to the availability and terms of future financing; the possibility of delay in construction projects and uncertainty of meeting anticipated program milestones; uncertainty as to timely availability of permits and other governmental approvals; and other risks and uncertainties disclosed in Western's AIF and Form 40-F, and other information released by Western and filed with the applicable regulatory agencies.

Western's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and Western does not assume, and expressly disclaims, any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

Cision View original content to download multimedia: https://www.prnewswire.com/news-releases/western-copper-and-golds-casino-project-to-have-significant-impact-on-yukons-economy-301737226.html

SOURCE Western Copper and Gold Corporation

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/February2023/02/c5106.html

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Slave Lake has recently reviewed our modern data with the Company's Geological consultants and a detailed interpretation of the lease portion of the 900-plus line kilometer airborne survey conducted earlier has been developed for follow up. The follow up interpretation contained within this small area to the south-west and parallel to the old head frame area has identified multiple new geophysical anomalies parallel to the main structural zone that was historically being developed prior to 1952. One strong new target is present southwest of the main zone and lies under water immediately offshore. Prior to application of modern exploration surveys this target would not be detected. Slave Lake will now conduct a detailed ground geophysical survey to define the target for drill testing. This survey work will utilize the ice cover on the lake to properly map the anomaly.

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