FORTUNE BAY ANNOUNCES C$8 MILLION BOUGHT DEAL PRIVATE PLACEMENT

Executive Summary

• Fortune Bay Corp. announced a bought‑deal private placement of 1,438,900 flow‑through (FT) shares at C$1.39 each and 6,000,000 common (HD) shares at C$1.00 each, raising total gross proceeds of C$8,000,071.
• Proceeds from the FT shares will be used for eligible Canadian exploration expenses on the Goldfields Gold Project; HD share proceeds will fund permitting, pre‑feasibility studies, exploration at Poma Rosa, and working capital.
• The offering includes an underwriter option to increase the HD component by up to C$2,000,000 and is expected to close on or about October 30, 2025, subject to customary conditions and TSX‑V approval.

Key Details

• Shares Offered:
• FT Shares – 1,438,900 units @ C$1.39 each → C$2,000,071 gross proceeds.
• HD Shares – 6,000,000 units @ C$1.00 each → C$6,000,000 gross proceeds.
• Total Gross Proceeds: C$8,000,071.
• Underwriter Option: Up to an additional C$2,000,000 in HD Shares, exercisable up to 48 hours before closing.
• Use of FT Proceeds: To incur eligible “Canadian exploration expenses” (flow‑through mining expenditures) on the Goldfields Gold Project in Saskatchewan; minimum qualifying expenditures equal to FT proceeds must be incurred by Dec 31, 2026 and renounced by Dec 31, 2025.
• Use of HD Proceeds:
• Commencement of permitting activities and pre‑feasibility study for the Goldfields Project.
• Initiation of exploration at Poma Rosa (Mexico) pending community agreements and permits.
• Working capital and general corporate purposes.
• Closing Date: Expected on or about October 30, 2025; subject to regulatory approvals and TSX‑V conditional approval.
• Lead Underwriter/Bookrunner: Cormark Securities Inc., with a syndicate of underwriters.
• Finder: Numus Capital Corp. (registered Exempt Market Dealer).
• Offering Structure: Conducted under National Instrument 45‑106 – Prospectus Exemptions; FT and HD shares offered to Canadian residents (excluding Quebec) and other qualifying jurisdictions; FT shares not subject to a hold period.

Notable Quotes

“The proceeds from this financing will accelerate our Goldfields development program, enable critical permitting work, and fund the next phase of exploration at Poma Rosa, positioning Fortune Bay for multiple near‑term catalysts.” – Dale Verran, Chief Executive Officer

All forward‑looking statements are subject to risks and uncertainties detailed in the company’s cautionary statement.