Mr. Merlin Marr-Johnson reports

FITZROY MINERALS ANNOUNCES CLOSING OF FIRST TRANCHE OF NON-BROKERED LIFE OFFERING

Fitzroy Minerals Inc. has closed the first tranche of its previously announced non-brokered listed issuer financing exemption (LIFE) private placement through the issuance of 16,666,667 common shares of the company at a price of 30 cents per share, for aggregate gross proceeds to the company of approximately $5-million from the cornerstone investment of the Tribeca Global Natural Resources Fund.

As previously described, the company anticipates that, upon the closing of additional tranches, the LIFE offering will consist of the issuance of shares at a price of 30 cents per share, for aggregate gross proceeds to the company of up to $12-million, subject to a minimum offering amount of $8-million.

Subject to compliance with applicable regulatory requirements, the LIFE offering is being conducted pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 -- Prospectus Exemptions (NI 45-106) and in reliance on the Coordinated Blanket Order 45-935 -- Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The securities issued to purchasers in the LIFE offering will not be subject to a hold period under applicable Canadian securities laws. There is an offering document related to the LIFE offering that can be accessed under the company's profile at SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

In addition to the LIFE offering, the company intends to complete a concurrent non-brokered private placement of up to $1-million through the issuance of up to 3,333,333 shares at a price of 30 cents per share to purchasers pursuant to other applicable exemptions under NI 45-106. All securities issued in connection with the concurrent offering will be subject to a statutory hold period of four months and one day following the date of issuance in accordance with applicable Canadian securities laws.

The company intends to use the gross proceeds of the private placement for (i) exploration activities and property commitments on the company's Buen Retiro project, (ii) exploration activities and property commitments on the company's Caballos project, (iii) general and administrative costs, and (iv) general working capital purposes.

The closing of the private placement is subject to certain closing conditions, including the approval of the TSX-V.

In connection with the first tranche, the company has agreed to pay aggregate cash finders' fees of $400,000 and issued 1,333,332 finders' warrants to certain arm's-length finders. Each finder's warrant is exercisable to acquire one common share in the capital of the company at a price of 50 cents per share for a period of two years following the completion of the first tranche. The company may pay further finders' fees in cash and securities to certain arm's-length finders engaged in connection with additional tranches of the private placement. All finders' fees paid in connection with the private placement remain subject to the approval of the TSX-V.

It is anticipated that insiders of the company will participate in the concurrent offering. The participation of any insiders may be considered a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. Such insider participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the company is not listed on any of the exchanges or markets outlined in Subsection 5.5(b) of MI 61-101, and the fair market value of the securities to be distributed to the insiders will not exceed 25 per cent of the company's market capitalization.

About Fitzroy Minerals Inc.

Fitzroy Minerals is focused on exploring and developing mineral assets with substantial upside potential in the Americas. The company's current property portfolio includes the Buen Retiro copper project located near Copiapo, Chile, the Caballos copper and Polimet gold-copper-silver projects located in Valparaiso, Chile, the Taquetren gold project located in Rio Negro, Argentina, and the Cariboo project in British Columbia, Canada. Fitzroy Minerals' shares are listed on the TSX Venture Exchange under the symbol FTZ and on the OTCQB under the symbol FTZFF.

We seek Safe Harbor.