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Fireweed Metals Corp. Capital/Financing Update 2025

Jun 26, 2025

47416_rns_2025-06-26_7af5b4a6-aaf1-4ab6-a3b9-af5bf9755807.pdf

Capital/Financing Update

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FORM 51-102F3
MATERIAL CHANGE REPORT

  1. Name and Address of Company
    Fireweed Metals Corp. (the "Company" or "Fireweed")
    Suite 2800, Four Bentall Centre
    1055 Dunsmuir Street
    Vancouver, BC, V7X 1L2

  2. Date of Material Change
    June 25, 2025

  3. News Release
    The news releases issued with respect to the material change was disseminated through Newsfile on June 25, 2025 and a copy was filed under the Company's profile on SEDAR+.

  4. Summary of Material Change
    The Company closed the second tranche of its upsized non-brokered private placement financing (the "Non-Brokered Offering"), first announced on May 8, 2025, to advance exploration and development activities at the Company's Macpass, Mactung, Gayna and North Canol Infrastructure Improvement projects located in northern Canada.

  5. Full Description of Material Change

5.1. Full Description of Material Change
On June 25, 2025, the Company closed the second and final tranche of its previously announced Non-Brokered Offering for additional gross proceeds of $5,624,033 to advance exploration and development activities at the Company's Macpass, Mactung, Gayna and North Canol Infrastructure Improvement projects located in northern Canada.

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.


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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).

The Company paid a finder's fee of 5% to Pareto Securities AB in connection with certain of the subscriptions introduced to the Corporation under the initial tranche.

This material change report 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 and use of proceeds thereof, completion of the second tranche of the Non-Brokered Offering, statements relating to the Special Meeting, 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


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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..

5.2. Disclosure for Restructuring Transactions

Not applicable.

6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officer

Inquiries in respect of the material change referred to herein may be made to:

Tyler Keeling, Chief Financial Officer

Telephone: 604-689-7842

9. Date of Report

June 26, 2025.