Fitzroy Minerals Announces Non-Brokered Life Offering And Concurrent Private Placement For Up To A Combined $26 Million

Executive Summary

• Fitzroy Minerals announces a non‑brokered listed issuer financing exemption (LIFE) private placement of up to $10 million at $0.50 per share, with a minimum raise of $4 million.
• A concurrent non‑brokered private placement of up to $16 million is also announced, issuing units consisting of one share and half a warrant (exercise price $0.80) at $0.50 per unit.
• Net proceeds are earmarked for exploration and property commitments on the Buen Retiro, Caballos, Polimet, and Taquetren projects, as well as general working capital.

Key Details

• LIFE Offering:
• Shares offered: common shares only
• Price: $0.50 per share
• Maximum gross proceeds: $10 million

• Minimum offering amount: $4 million

• Concurrent Offering:

• Units offered: up to 32,000,000 units (each = 1 Share + ½ Warrant)
• Price: $0.50 per unit → maximum gross proceeds of $16 million

• Warrants: each whole warrant allows purchase of one additional share at $0.80 for two years from issuance

• Holding Periods:

• LIFE Offering shares – no statutory hold period (exempt)

• Concurrent Offering securities – subject to a four‑month‑plus‑one‑day hold period under Canadian law

• Use of Proceeds:
  1. Exploration and property commitments on the Buen Retiro copper project (Chile)
  2. Exploration and property commitments on the Caballos copper project (Chile)
  3. Advancement of the Polimet gold‑copper‑silver project (Chile)
  4. Preparation for reorganization of the Taquetren gold project (Argentina)
  5. General and administrative expenses
  6. Working capital

• Closing: Expected around March 24, 2026, subject to TSXV approval and other closing conditions.

• Finder’s Fees: Company may pay cash or securities to arm’s‑length finders, pending TSXV approval.

• Insider Participation: Insiders may participate in the Concurrent Offering; such participation is treated as a related‑party transaction but exempt from formal valuation and minority‑shareholder approval under MI 61‑101 due to the company’s listing status.

• Regulatory Statements: Offer not an offer or solicitation in the United States; securities not registered under U.S. securities laws.

Notable Quotes

• Merlin Marr‑Johnson, President & CEO: “The proceeds from these financings will accelerate our exploration programs across key projects and strengthen our balance sheet as we continue to advance value‑creating opportunities.”