Mr. Merlin Marr-Johnson reports

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

Fitzroy Minerals Inc. has closed the second and final tranche of its previously announced non-brokered private placement.

In total, the company has raised gross proceeds of $21,155,000 in the private placement across two tranches as follows:

• 8.96 million listed issuer financing exemption shares at a price of 50 cents per LIFE share for aggregate gross proceeds of $4.48-million; and
• 33.35 million units at a price of 50 cents per unit for aggregate gross proceeds of $16,675,000.

The company raised aggregate gross proceeds of $2,225,000 in the final tranche through the issuance of:

• 2.83 million common shares of the company issued under the listed issuer financing exemption at a price of 50 cents per LIFE share, for aggregate gross proceeds of $1,415,000 to the company; and
• 1.62 million units of the company, issued under other applicable prospectus exemptions, at a price of 50 cents per unit, for aggregate gross proceeds of $810,000; each unit is composed of 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 were 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 at SEDAR+ and on the company's website. The LIFE offering was subject to a minimum offering amount of $4-million.

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 final tranche, the company has agreed to pay aggregate cash finders' fees of $133,500 and to issue 267,000 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 final tranche.

In total across both tranches, the company has agreed to pay aggregate cash finders' fees of $1,173,300 and to issue 2,346,598 finders' warrants to certain arm's-length finders. The company has also agreed to pay a cash corporate finance fee of $160,000 to an arm's-length adviser in connection with the private placement. All finders' fees and corporate finance fees paid in connection with the private placement remain subject to the approval of the TSX-V.

Correction to Ptolemy Capital Ltd. early warning reporting disclosure

The company also wishes to issue a correction to its previous press release dated March 13, 2026. Upon closing of the final tranche, Ptolemy Capital owns 72,218,047 common shares and 500,000 warrants, representing 22.07 per cent of the issued and outstanding common shares on an undiluted basis, and 22.19 per cent of the issued and outstanding common shares on a partially diluted basis, based upon 327,178,016 common shares issued and outstanding at the time of this news release.

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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