Fitzroy Minerals Inc. Announces Closing of Private Placement

Vancouver, March 28, 2024 – Fitzroy Minerals Inc. (TSXV: FTZ) (OTCQB: FTZFF) (“Fitzroy Minerals” or the “Company”) is pleased to announce that it has closed its previously announced non-brokered private placement (the “Private Placement”) on an oversubscribed basis of 7,602,803 units (the “Units”) at a price of $0.15 per Unit for gross aggregate proceeds of $1,140,420.45. Please refer to the Company’s news release dated February 28, 2024 for further details.

Each Unit issued pursuant to the Private Placement is comprised of one common share of the Company (a “Common Share”) and one-half of one Common Share purchase warrant of the Company (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one additional Common Share at an exercise price of $0.25 per share for a period of 24 months from the date of the closing of the Private Placement.

The net proceeds from the Private Placement will be used for exploration activities and property commitments on the Company's projects (with a particular focus on the Company’s Caballos and Polimet projects in Chile), working capital and general corporate purposes.

The finder’s fees of $75,917.62 cash and 506,116 finder’s warrants (the “Finder’s Warrants”) have been paid in connection with the Private Placement to certain arm’s length finders. Each Finder’s Warrant issued to the finders shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.25 per share for a period of 24 months from the date of the closing of the Private Placement.

The closing of the Private Placement, including the payment of any finder’s fees, remains subject to the final approval of the TSX Venture Exchange (the “Exchange”).

Certain related parties of the Company participated in the Private Placement, as set out below. The participation in the Private Placement by the related parties of the Company constitutes a related party transaction pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the participation of the related parties in the Private Placement in reliance on the exemptions contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively. The Private Placement was unanimously approved by the board of directors of the Company, with Merlin Marr Johnson and J. Campbell Smyth declaring and abstaining from voting on the resolutions approving the Private Placement with respect to their participation in the Private Placement.

Merlin Marr-Johnson, the President, CEO and a director of the Company and a related party to the Company within the meaning of MI 61-101, subscribed for 100,000 Units. There has not been a material change in the percentage of the outstanding securities of the Company that are owned by Mr. Marr-Johnson as a result of his participation in the Private Placement.

Clariden Capital Ltd., a company owned by J. Campbell Smyth, a director of the Company and a related party to the Company within the meaning of MI 61-101, subscribed for 100,000 Units. There has not been a material change in the percentage of the outstanding securities of the Company that are owned by Mr. Smyth as a result of his participation in the Private Placement.


Finder’s Fee in Connection with January Private Placement

In connection with the Company’s non-brokered private placement that closed on January 9, 2024, the Company paid an additional finder’s fee (the “January Finder’s Fee”) to a certain arm’s length finder. The January Finder’s Fee consists of $4,000 cash and 40,000 finder’s warrants (the “January Finder’s Warrants”). Each January Finder’s Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.15 per share for a period of two years from the date of issuance. For further details relating to the private placement, please see the Company’s news release dated January 9, 2024.


About Fitzroy Minerals

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 Caballos Copper and Polimet Gold-Copper-Silver projects located in Valparaiso, Chile and the Taquetren Gold project located in Rio Negro, Argentina, as well as the Cariboo project in British Columbia, Canada. Fitzroy Minerals’ shares are listed on the Exchange under the symbol FTZ and on the OTCQB under the symbol FTZFF.


On behalf of Fitzroy Minerals Inc.

Merlin Marr-Johnson
President and CEO



For further information, please contact:

Fitzroy Minerals Inc.
Merlin Marr-Johnson
mmj@fitzroyminerals.com
+1 604-505-4554

For more information on Fitzroy Minerals, please visit the Company's website: www.fitzroyminerals.com



This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the United States Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.


[i]CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This news release includes certain statements and information that constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts are forward-looking statements. Such forward-looking statements and forward-looking information specifically include, but are not limited to, statements that relate to the completion of the Private Placement and the timing and pricing in respect thereof, the use of proceeds of the Private Placement, and timely receipt of all necessary approvals, including any requisite approval of the Exchange.

Statements contained in this release that are not historical facts are forward-looking statements that involve various risks and uncertainty affecting the business of the Company. Such statements can generally, but not always, be identified by words such as "expects", "plans", "anticipates", "intends", "estimates", "forecasts", "schedules", "prepares", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. All statements that describe the Company's plans relating to operations and potential strategic opportunities are forward-looking statements under applicable securities laws. These statements address future events and conditions and are reliant on assumptions made by the Company's management, and so involve inherent risks and uncertainties, as disclosed in the Company's periodic filings with Canadian securities regulators. As a result of these risks and uncertainties, and the assumptions underlying the forward-looking information, actual results could materially differ from those currently projected, and there is no representation by the Company that the actual results realized in the future will be the same in whole or in part as those presented herein. the Company disclaims any intent or obligation to update forward-looking statements or information except as required by law. Readers are referred to the additional information regarding the Company's business contained in the Company's reports filed with the securities regulatory authorities in Canada. Although the Company has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that could cause actions, events or results not to be as anticipated, estimated or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company's filings that are available at www.sedar.com.

The Company provides no assurance that forward-looking statements and information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company does not undertake to update any for-ward looking statements, other than as required by law.[/i]