Mr. Merlin Marr-Johnson reports

FITZROY MINERALS ANNOUNCES CLOSING OF FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT

Fitzroy Minerals Inc. has closed the first tranche of its previously announced non-brokered private placement. The company raised aggregate gross proceeds of $18.93-million in the first tranche via the issuance of:

• 6.13 million common shares of the company, issued under the listed issuer financing exemption (LIFE), at a price of 50 cents per LIFE share, for aggregate gross proceeds of $3,065,000 to the company;
• 31.73 million units of the company, issued under other applicable prospectus exemptions, at a price of 50 cents per unit, for aggregate gross proceeds of $15,865,000. Each unit comprises one common share of the company and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to purchase one additional common share of the company at an exercise price of 80 cents per share for a period of two years following the date of issuance of the warrant.

Subject to compliance with applicable regulatory requirements, the LIFE shares are offered as part of an offering conducted pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions, and in reliance on the Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The LIFE shares will not be subject to a hold period under applicable Canadian securities laws. There is an offering document related to the LIFE shares that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision. The LIFE offering remains subject to a minimum offering amount of $4-million, and the company expects to meet this threshold upon closing of the second and final tranche of the private placement.

The units (as well as the underlying unit shares and any common shares issued upon exercise of the underlying warrants) 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 net 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) advancement of the company's Polimet project; (iv) preparation for a reorganization of the company's Taquetren project; (v) general and administrative costs; and (vi) general working capital purposes.

The closing of the private placement remains subject to certain closing conditions, including the approval of the TSX Venture Exchange.

In connection with the first tranche, the company has agreed to pay aggregate cash finders' fees of $1,039,800 and issued 2,079,598 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 80 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 Venture Exchange.

Related party transaction disclosure

Ptolemy Capital Ltd., a company owned by Matthew Gordon and a control person (as such term is defined under Canadian securities laws) of the company, participated in the private placement, subscribing for one million units for a total subscription price of $500,000. Such participation constitutes a related party transaction pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Such related party 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.

Early warning reporting disclosure

Prior to the closing of the first tranche, Ptolemy Capital owned 71,218,047 common shares of the company, representing 25.08 per cent of all of the issued and outstanding common shares on an undiluted basis, based upon 283,959,683 common shares issued and outstanding. Immediately upon the closing of the first tranche, Ptolemy Capital owns 72,218,047 common shares and 500,000 warrants, representing 21.76 per cent of the issued and outstanding common shares on an undiluted basis, and 21.88 per cent of the issued and outstanding common shares on a partially diluted basis, based upon 331,909,683 common shares issued and outstanding at the time of this news release.

The units acquired by Ptolemy Capital will be held for investment purposes, and depending on market and other conditions, Ptolemy Capital may from time to time in the future increase or decrease its ownership, control or direction over securities of the company through market transactions, private agreements or otherwise.

As Ptolemy Capital's percentage ownership of the company's common shares has decreased by more than 2 per cent as a result of the closing of the first tranche, Ptolemy Capital has filed an early warning report pursuant to the requirements under National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the early warning report is available on the company's profile on the SEDAR+.

Caballos finder's fee

The company also announces that in connection with the completion of the stage 1 exploration program on the company's Caballos project, the company has paid a finder's fee to Marrad Ltd., a company controlled by Merlin Marr-Johnson, consisting of: (i) $65,000 in cash; and (ii) the issuance of 241,379 common shares at a deemed price of 14.5 cents per share. The Caballos finder's fee was approved by the TSX Venture Exchange on Nov. 21, 2024. For more information regarding the Caballos finder's fee, please see the company's news release dated Nov. 20, 2024. The acquisition of the Caballos project and the Caballos finder's fee were negotiated and agreed to by the company prior to Mr. Marr-Johnson's appointment to company's board of directors and as an officer of the company. As such, at the time of the settlement of the acquisition and finder's fee terms, Mr. Marr-Johnson was not a non-arm's-length party (as defined under the policies of the exchange) to the company. All finder's shares issued to Marrad will be subject to a hold period expiring four months and one day after the issuance thereof.

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 Caribou project in British Columbia, Canada. Fitzroy Minerals' shares are listed on the TSX Venture Exchange under the symbol FTZ and on the OTCQX under the symbol FTZFF.

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