Fitzroy Minerals closes first tranche of financing

Executive Summary

• Fitzroy Minerals Inc. has closed the first tranche of its non-brokered private placement, raising aggregate gross proceeds of $18.93 million.
• The financing consisted of 6.13 million LIFE shares and 31.73 million units, with net proceeds allocated to exploration and development of the Buen Retiro, Caballos, Polimet, and Taquetren projects, as well as general working capital.
• The transaction included significant related party participation by Ptolemy Capital Ltd. and the payment of cash and equity finders' fees.

Key Details

• Gross Proceeds: $18.93 million total raised in the first tranche.
• LIFE Shares: 6.13 million common shares issued under the Listed Issuer Financing Exemption (LIFE) at $0.50 per share, generating $3,065,000. These shares are not subject to a hold period.
• Units: 31.73 million units issued at $0.50 per unit, generating $15,865,000.
  • Unit Composition: Each unit consists of one common share and one-half of one common share purchase warrant.
  • Warrant Terms: Each warrant allows the purchase of one additional common share at an exercise price of $0.80 per share for a period of two years.
  • Hold Period: Units and underlying securities are subject to a statutory hold period of four months and one day.
• Use of Proceeds:
  1. Exploration and property commitments on the Buen Retiro project.
  2. Exploration and property commitments on the Caballos project.
  3. Advancement of the Polimet project.
  4. Preparation for reorganization of the Taquetren project.
  5. General and administrative costs.
  6. General working capital purposes.
• Finders' Fees (First Tranche):
  • Cash fees: $1,039,800 paid to arm's-length finders.
  • Equity fees: 2,079,598 finders' warrants issued.
  • Finder Warrant Terms: Exercisable to acquire one common share at $0.80 per share for two years following completion.
• Related Party Transaction:
  • Ptolemy Capital Ltd. (controlled by Matthew Gordon, a control person) subscribed for 1,000,000 units for $500,000.
  • Exempt from formal valuation and minority shareholder approval under MI 61-101.
• Early Warning Report:
  • Ptolemy Capital's ownership decreased from 25.08% to 21.76% (undiluted) and 21.88% (partially diluted) due to the issuance of new shares.
  • An early warning report was filed pursuant to NI 62-103.
• Additional Finder's Fee (Caballos Project):
  • Paid to Marrad Ltd. (controlled by Merlin Marr-Johnson) for stage 1 exploration on the Caballos project.
  • Consideration: $65,000 in cash and 241,379 common shares at a deemed price of $0.145 per share.
  • Approved by TSX Venture Exchange on Nov. 21, 2024.
  • Shares subject to a four-month and one-day hold period.
• Regulatory Status: Closing remains subject to TSX Venture Exchange approval.