Fireweed Metals closes $61.46-million private placement

Executive Summary

• Fireweed Metals Corp. has closed its previously announced non-brokered private placement, raising aggregate gross proceeds of $61,463,305.
• The offering consisted of the issuance of 14,704,140 common shares at a price of $4.18 per share, featuring a significant strategic investment from JX Advanced Metals Corp. and continued participation from the Lundin family trusts.
• Proceeds will be utilized to advance exploration and development at the Macpass, Mactung, and Gayna projects in Northern Canada, alongside regional infrastructure planning and general working capital.

Key Details

• Gross Proceeds: $61,463,305.
• Shares Issued: 14,704,140 common shares.
• Issue Price: $4.18 per share.
• Premiums: The issue price represented a 9% premium to the March 27, 2026, closing price and a 14% premium to the 10-day volume-weighted average trading price on the TSX Venture Exchange.
• Strategic Investor (JX Advanced Metals Corp.):
  • Subscribed for 11,343,294 shares.
  • Represents approximately 5.0% of the company's issued and outstanding shares on a non-diluted basis upon closing.
  • Entered into an investor rights agreement with Fireweed, granting customary rights including anti-dilution, secondment, offtake, and participation rights for as long as JX maintains a certain ownership percentage.
• Lundin Family Trusts:
  • Subscribed for 3,360,846 shares.
  • Now hold approximately 51,853,509 shares total, representing approximately 22.9% of the company's issued and outstanding shares on a non-diluted basis upon closing.
  • Maintained their pro rata ownership interest in the offering.
  • Participation classified as a related party transaction under Multilateral Instrument 61-101, exempt from formal valuation and minority shareholder approval requirements as the consideration did not exceed 25% of market capitalization.
• Use of Proceeds: Advancement of exploration and development at Macpass, Mactung, and Gayna projects; planning for regional infrastructure improvements; general working capital; and corporate purposes.
• Closing Date: April 2, 2026.
• Regulatory Status: All necessary regulatory approvals received, including final acceptance by the TSX Venture Exchange.
• Hold Period: All securities issued are subject to a hold period of four months and one day in accordance with applicable Canadian securities laws.