FWZ.V - Fireweed Zinc Ltd

Corporate Description

Website: http://www.fireweedzinc.com/
Feb 2019 Corporate Presentation: http://www.fireweedzinc.com/_resources/FWZ%20PPT%20%20Fireweed%20Zinc%20-%20MacMillan%20Pass%20Project%20%20-%20FEB%201.pdf

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Directors and Management

Name Title
Robins, John Executive Chairman and Director
Macdonald, Brandon CEO and Director
Gorzynski, George Executive VP and Director
Dessureau, Gilles VP Exploration
MacRae, Neil Investor Relation Manager
Hajdukiewicz, Richard Director
Rothwell, Adrian Director
Rogness, Dan Director
Dare, Jeffrey Corporate Secretary

Share Structure at March 13, 2019

Basic: 37,152,254
Fully Diluted: 44,259,998
*Source - FWZ Website March 13, 2019

Options Outstanding

Number Exercise Price Expiry Date
1,380,000 $0.50 April 26 2022
30,000 $0.70 October 27 2022
175,000 $0.83 December 6 2022
860,000 $1.45 March 14 2023

*Source: Financial Statement for the quarter ended September 30 2018

Performance Shares

On December 19, 2016, the Company granted but did not issue, 1,000,000 performance shares to each of four founders/directors for a total of 4,000,000 shares, in recognition of services to date and as incentive for continuing services in advancing the project and increasing shareholder value. Each founder/director will receive, upon request, the following performance shares upon achievement of the following milestones:

Number of
shares to be
300,000 Preparation of a positive preliminary economic assessment of the Tom and Jason zinc lead-silver deposits (or any part of this property thereof).
300,000 Increasing the mineral resources contained within the Tom and Jason property by at least 50% over the current stated mineral resources as stated in the 2007 Technical Report by D. Rennie (either by additional tonnage or increased total zinc+lead+silver content at similar or higher grade).
Balance* Preparation of a positive Pre-Feasibility Study of the Tom and Jason deposits (or anypart thereof).
Balance* The effective disposition of greater than 50% of the Tom and Jason deposits or of the Company, whether by way of sale, business combination, joint venture or other similar form of transaction, demonstrating a value of at least $10,000,000.

*Note: Balance of the 1,000,000 performance shares which have not been previously issued will be issued upon the achievement of either one or the other of these two milestones.

*Source: Financial Statement for the quarter ended September 30 2018

Warrants Outstanding

Number Exercise
Expiry Date
378,000 $0.50 May 29 2019
250,064 $1.32 February 25 2020

*Source: Financial Statement for the quarter ended September 30 2018

Insider Ownership

Name Common Shares
Gorzynski, George 1,530,500
Hajdukiewicz, Richard 1,913,300
Macdonald, Brandon (Direct) 869,000
Macdonald, Brandon (Control or Direction) 350,000
Macdonald, Brandon (Indirect) 2,000
Rogness, Danny 118,000
Rothwell, Adrian (Direct) 26,250
Rothwell, Adrian (Indirect) 20,000
Hudbay Minerals Inc. 3,565,406
RCF Opportunities Fund L.P. 4,750,000

*Source: SEDI as of March 6 2019

Liquidity & Capital Resources

Source: Financial Statement quarter ended September 30 2018
Current Assets $4,144,989 CAD
Current Liabilities $1,467,587 CAD
Working Capital $2,677,402 CAD

Financing History / Prior Sales

Date Shares Warrants Full Warrant
Full Warrant
February 19 2019 2,379,750 common shares at $0.80* N/A N/A N/A
February 19 2019 1,820,728 flow through shares at $0.95* N/A N/A N/A
February 19 2019 1,255,000 Charity flow through shares at $1.10* N/A N/A N/A
February 19 2019 34,680 Agents warrants N/A $0.95 24 months
February 26 2018 5,700,000 common shares at $1.32** N/A N/A N/A
February 26 2018 3,000,000 flow through shares at $1.66** N/A N/A N/A
May 29 2017 8,050,000 common shares at $0.50*** N/A N/A N/A

*Note: Teck’s participation in the Offering has increased their interest in the Company to 9.9%, RCF Opportunities, the Company’s largest shareholder, participated for 750,000 shares to maintain their 13% interest in the Company
**Note: Pursuant to the Offering, RCF Opportunities Fund L.P. (“RCF”) purchased 4 million Shares, representing 13.3% of the issued and outstanding shares of the Company.
***Note: IPO

Prior Sales

Date Shares
March 3, 2017 140,000 Shares at $0.25
February 6, 2017 1,680,000 Shares at $0.25
January 5, 2017 1,900,000 Shares at $0.10
December 12, 2016 1,200,000 Shares at $0.10
October 25, 2016 500,000 Shares at $0.06
October 24, 2016 2,000,000 Shares at $0.01
September 20, 2016 (1,200,000) Shares at $0.00025
October 20, 2015 3,200,000 Shares at $0.00025

Termination & Change of Control Payments

The material terms of each agreement or arrangement under which compensation was provided during the most recently completed financial year or is payable in respect of services provided to the Company that were: (a) performed by a director or NEO; or (b) performed by any other party but are services typically provided by a director or NEO are as follows:
Brandon Macdonald (CEO)
Under terms of his written employment contract Mr. Macdonald was paid $7,500 per month during January 1 to May 31, 2017 and then $10,000 per month during June 1 to December 31, 2017 for his services as CEO of the Company. Mr. Macdonald’s employment may be terminated without cause by providing three months paid notice or with cause by providing immediate notice.
Han-Ying (Jessie) Lin (CFO)
Under terms of a written contract, FT Management Ltd. which provides the services of Han-Ying (Jessie) Lin, (CFO), and Jeffrey Dare, (Corporate Secretary), was paid $6,000 per month for both their services in 2017. The FT Management contract may be terminated without cause on 90 days notice.
George Gorzynski (Executive Vice President and Director)
Mr. Gorzynski was paid on a monthly invoiced basis at a rate of $700 per day to a maximum of $10,000 per month during June 1 to December 31, 2017. Mr. Gorzynski received no compensation during the first half of 2017.
Other than disclosed above, there were no other agreements or arrangement containing provisions with respect to change of control, severance, termination or constructive dismissal for directors or NEOs.

*Source: Management Circular filed on SEDAR May 4 2018

Corporate Highlights

Macmillan Pass Project

The Macmillan Pass Project is host to the large Tom & Jason zinc-lead-silver SEDEX deposits and recently acquired Nidd property, located in the Yukon Territory, Canada. Fireweed plans to advance the project through resource definition and exploration, metallurgy, engineering, economic studies, and stakeholder engagement on the path to production.

See more here: http://www.fireweedzinc.com/projects/overview/