Fireweed Metals : Quarter 4 Financial Statements 2023

FIREWEED METALS CORP.

(An Exploration Stage Company)

(Expressed in Canadian Dollars)

Consolidated Financial Statements

December 31, 2023 and 2022

Index

Independent Auditor's Report

Consolidated Statements of Financial Position Consolidated Statements of Loss and Comprehensive Loss Consolidated Statements of Cash Flows

Consolidated Statements of Changes in Shareholders' Equity Notes to the Consolidated Financial Statements

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of

Fireweed Metals Corp.

Opinion

We have audited the accompanying consolidated financial statements of Fireweed Metals Corp. (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2023 and 2022, and the consolidated statements of loss and comprehensive loss, cash flows, and changes in shareholders' equity for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the consolidated financial statements, which indicates the Company had an accumulated deficit of $80,489,238, current assets of $19,865,477 to settle current liabilities of $5,894,581, leaving the Company with a working capital of $13,970,896 however additional financing will be required to carry out additional exploration and development of its properties. As stated in Note 1, these factors indicate the existence of material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, prepared under the conditions mentioned above, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our auditor's report.

Assessment of Impairment Indicators of Exploration and Evaluation Assets ("E&E Assets")

As described in Note 4 to the consolidated financial statements, the carrying amount of the Company's E&E Assets was $17,361,564 as of December 31, 2023. As more fully described in Note 3 to the consolidated financial statements, management assesses E&E Assets for indicators of impairment at each reporting period.

The principal considerations for our determination that the assessment of impairment indicators of the E&E Assets is a key audit matter are that there was judgment made by management when assessing whether there were indicators of impairment for the E&E Assets, specifically relating to the assets' carrying amount which is impacted by the Company's intent and ability to continue to explore and evaluate these assets. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of indicators of impairment that could give rise to the requirement to prepare an estimate of the recoverable amount of the E&E Asset.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures included, among others:

• Evaluating management's assessment of impairment indicators.
• Evaluating the intent for the E&E Assets through discussion and communication with management.
• Reviewing the Company's recent expenditure activity and expenditure budgets for future periods.
• Obtaining, on a test basis through government websites, confirmation of title to ensure mineral rights underlying the E&E Assets are in good standing.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management's Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year ended and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Zachary Faure.

Vancouver, Canada

Chartered Professional Accountants

April 25, 2024

FIREWEED METALS CORP.

Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

As at

			December 31,	December 31,
			2023	2022
		Note(s)	$	$
Assets
Current assets:
Cash and cash equivalents			19,224,378	39,885,979
Receivables			283,021	140,078
Prepaid expenses			358,078	174,133
			19,865,477	40,200,190
Equipment and right of use assets		5	2,194,203	159,294
Reclamation bond			39,596	39,596
Deposit for Mactung		4	-	1,500,000
Exploration and evaluation assets		4	17,361,564	12,712,865
			39,460,840	54,611,945
Current liabilities:
Accounts payable and accrued liabilities	6,13	2,229,756	1,369,518
Lease liability, short-term		7	442,621	-
Purchase obligation		4	3,182,204	-
Short-term loan payable		8	40,000	40,000
			5,894,581	1,409,518
Flow-through premium liability		9	103,871	3,658,182
Lease liability, long-term		7	314,276	-
Rehabilitation provisions		10	589,088	383,180
			6,901,816	5,450,880
Shareholders' equity:
Capital stock		11	108,033,387	93,379,425
Options reserve		11	4,831,622	2,655,682
Warrants reserve		11	183,253	351,145
Deficit			(80,489,238)	(47,225,187)
			32,559,024	49,161,065
			39,460,840	54,611,945
Nature and continuance of operations (Note 1)
Commitment (Note 17)
Subsequent events (Note 18)
On behalf of the Board:
"Brandon Macdonald"	Director		"Adrian Rothwell"	Director

The accompanying notes are an integral part of these consolidated financial statements

FIREWEED METALS CORP.

Consolidated Statements of Loss and Comprehensive Loss (Expressed in Canadian Dollars)

For the years ended

		December 31,	December 31,
		2023	2022
	Note(s)	$	$
Expenses
Consulting and management	13	2,414,778	1,888,226
Depreciation	5	449,854	40,501
Director and committee fees	13	189,835	156,449
Exploration and evaluation	4	32,704,602	12,356,609
Investor relations and corporate development	13	1,261,872	736,613
Interest expense	7	73,324	-
Professional fees		262,589	128,477
Property investigation	4	452,302	300,420
Share-based compensation	11,13	2,292,262	730,261
Transfer agent & filing fees		227,129	104,641
General & administrative		1,073,928	330,906
		(41,402,475)	(16,773,103)
Accretion on rehabilitation provision	10	(10,960)	(5,236)
Amortization of flow-through liability	9	6,856,038	2,930,639
Finance expense on purchase obligation	4	(229,357)	-
Foreign exchange		(20,693)	6,151
Interest income		1,543,396	306,148
Loss and comprehensive loss for the year		(33,264,051)	(13,535,401)
Loss per share - basic and diluted		(0.24)	(0.15)
Weighted average number of common shares
outstanding - basic and diluted		138,554,039	88,315,215

The accompanying notes are an integral part of these consolidated financial statements

FIREWEED METALS CORP.

Consolidated Statements of Cash Flows (Expressed in Canadian Dollars)

For the years ended

	December 31,	December 31,
	2023	2022
	$	$
OPERATING ACTIVITIES
Loss for the year	(33,264,051)	(13,535,401)
Adjustment for items not affecting cash:
Amortization of flow-through liability	(6,856,038)	(2,930,639)
Accretion on rehabilitation provision	10,960	5,236
Depreciation	449,854	40,501
Finance expense on purchase obligation	229,357	-
Share-based compensation	2,292,262	730,261
Interest on lease obligations	72,708	-
Change in non-cash working capital items:	(142,943)
Receivables	200,765
Prepaid expenses	(183,946)	39,611
Accounts payable and accrued liabilities	886,681	470,738
INVESTING ACTIVITIES	(36,505,156)	(14,978,928)
Acquisition of equipment	(1,416,245)	(30,830)
Exploration and evaluation assets	(904)	(307,752)
Deposit for Mactung project	-	(1,500,000)
FINANCING ACTIVITIES	(1,417,149)	(1,838,582)
Proceeds from share issuance	16,800,000	48,556,231
Share issue costs	(146,137)	(575,216)
Proceeds from warrants exercised	894,723	411,500
Proceeds from options exercised	94,340	131,141
Lease payments	(382,222)	-
	17,260,704	48,523,656
Increase (decrease) in cash	(20,661,601)	31,706,146
Cash and cash equivalents, beginning of the year	39,885,979	8,179,833
Cash and cash equivalents, end of the year	19,224,378	39,885,979
Cash	18,164,378	39,985,979
Cash equivalents	1,060,000	-
Supplemental disclosures with respect to cash flows:	19,224,378	39,985,979
Non-cash investing and financing activities:
Share issuance costs allocated to flow-through premium	23,272	28,550
Share issuance costs included in accounts payable	-	28,550
Change in rehabilitation provision	194,948	11,676
Fair value of shares issued for property	-	305,000
Fair value of exercised options	116,322	308,866
Fair value of exercised finders' warrants	188,904	15,742
Flow through premium liability	3,325,000	5,579,100
Fair value of finders warrants	21,012	194,700
Acquisition of equipment included in accounts payable	2,107	-
Right of use assets recognized	1,066,411	-

The accompanying notes are an integral part of these consolidated financial statements

FIREWEED METALS CORP.

Consolidated Statements of Changes in Shareholders' Equity

(Expressed in Canadian Dollars)

			Capital Stock
		Shares	Amount	Warrants reserve	Options reserve	Deficit	Total
	Notes	#	$	$	$	$	$
Balance at December 31, 2021		74,897,032	50,028,511	172,187	2,234,287	(33,689,786)	18,745,199
Shares issued for resource property	11	500,000	305,000	-	-	-	305,000
Shares issued in private placement	11	40,535,186	29,657,151	-	-	-	29,657,151
Flow-through shares issued in private	11
placement		11,972,818	11,339,080	-	-	-	11,339,080
Charity flow-through shares issued in
private placement	10	6,300,000	7,560,000	-	-	-	7,560,000
Flow-through premium	10	-	(5,579,100)	-	-	-	(5,579,100)
Share issue costs	11	-	(798,466)	194,700	-	-	(603,766)
Share-based compensation	11	-	-	-	730,261	-	730,261
Options exercised	11	790,000	720,366	-	(308,866)	-	411,500
Warrant exercised	11	196,963	146,883	(15,742)	-	-	131,141
Loss for the year	11	-	-	-	-	(13,535,401)	(13,535,401)
Balance at December 31, 2022		135,191,999	93,379,425	351,145	2,655,682	(47,225,187)	49,161,065
Shares issued in private placement	11	8,750,000	16,800,000	-	-	-	16,800,000
Flow-through premium		-	(3,325,000)	-	-	-	(3,325,000)
Share issuance costs	11	-	(115,327)	21,012	-	-	(94,315)
Share-based compensation	11	-	-	-	2,292,262	-	2,292,262
Options exercised	11	199,522	210,662	-	(116,322)	-	94,340
Warrants exercised	11	1,304,279	1,083,627	(188,904)	-	-	894,723
Loss for the year		-	-	-	-	(33,264,051)	(33,264,051)
Balance at December 31, 2023		145,445,800	108,033,387	183,253	4,831,622	(80,489,238)	32,559,024

The accompanying notes are an integral part of these consolidated financial statements

FIREWEED METALS CORP.

Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

(Expressed in Canadian Dollars)

1. Nature and Continuance of Operations
   Fireweed Metals Corp. (the "Company") was incorporated under the Business Corporations Act of the Yukon in Canada on October 20, 2015. The Company is a mineral exploration and development company and is engaged in the acquisition and exploration of mineral assets. At December 31, 2023, the Company had three projects in northern Canada, the Macmillan Pass Project (Yukon), the Mactung Project (Yukon/NWT) and the Gayna River Zinc Project (NWT). The Company is listed on the TSX Venture Exchange and trades under the symbol FWZ in Canada, and on the OTCQB Venture Market under the symbol FWEDF in the USA.
   The Company's head office and principal address is Suite 1020 - 800 West Pender Street, Vancouver, British Columbia, Canada V6C 2V6. The registered and records office is 3081 3rd Avenue, Whitehorse, Yukon, Canada Y1A 4Z7.
   The Company's ability to continue operations is not assured and is dependent upon the ability to obtain necessary financing to meet its liabilities and commitments as they become due, and the ability to generate future profitable production or operations or obtain sufficient proceeds from the disposition thereof. The outcome of these matters cannot be predicted at this time. These financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. As at December 31, 2023, the Company had an accumulated deficit of $80,489,238, current assets of $19,865,477 to settle current liabilities of $5,894,581, leaving the Company with a working capital of $13,970,896. However, additional financing will be required to carry out additional exploration and development of its properties. These factors indicate the existence of material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.
   The consolidated financial statements for the year ended December 31, 2023, have been prepared by management, reviewed by the Audit Committee and authorized for issue by the Board of Directors on April 25, 2024.
2. Basis of Presentation and Statement of Compliance
   These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board in effect at December 31, 2023.
   The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments classified as fair value through profit or loss, which are stated at their fair value. All dollar amounts presented are in Canadian dollars unless otherwise specified. In addition, the consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

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FIREWEED METALS CORP.

Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

(Expressed in Canadian Dollars)

3. Material Accounting Policies

1. Principles of consolidation
   These consolidated financial statements include the financial statements of Fireweed Metals Corp. and its wholly owned subsidiaries Macmillan Mining Corp. and Gayna River Minerals Ltd., incorporated in British Columbia.
2. Cash and cash equivalents
   Cash includes cash on hand and demand deposits. Cash equivalents include short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.
3. Financial instruments
   The Company classifies its financial assets into one of the categories described below, depending on the purpose for which the asset was acquired. Management determines the classification of its financial assets at initial recognition.
   Equity instruments that are held for trading are classified as FVTPL, for other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at fair value through other comprehensive income ("FVTOCI").
   Fair value through profit or loss ("FVTPL") - Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statement of loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial asset held at FVTPL are included in the statement of loss in the period in which they arise.
   Fair value through other comprehensive income ("FVTOCI") - Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently, they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income or loss. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment.
   Financial assets at amortized cost - A financial asset is measured at amortized cost if the objective of the business model is to hold the financial asset for the collection of contractual cash flows, and the asset's contractual cash flows are comprised solely of payments of principal and interest. They are classified as current assets or non-current assets based on their maturity date and are initially recognized at fair value and subsequently carried at amortized cost less any impairment.
   The following table shows the classification of the Company's financial instruments:

Financial instrument	Classification
Cash and cash equivalents	Financial asset measured at amortized cost
Receivables	Financial asset measured at amortized cost
Reclamation bond	Financial asset measured at amortized cost
Loan payable	Financial liability measured at amortized cost
Purchase obligation	Financial liability measured at amortized cost
Accounts payable and accrued liabilities	Financial liability measured at amortized cost

Financial liabilities are recognized initially at fair value and are subsequently stated at amortized cost. Transaction costs on financial assets and liabilities other than those classified at FVTPL are treated as part of the carrying value of the asset or liability. Transaction costs for assets and liabilities at FVTPL are expensed as incurred.

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