Fortune BAY Closes $3,000,000 Private Placement
TSXV: FOR | FWB: 5QN | OTCQB: FTBYF
fortunebaycorp.com
NEWS RELEASE
FORTUNE BAY CLOSES $3,000,000 PRIVATE PLACEMENT
HALIFAX, NS April 23, 2025 – Fortune Bay Corp. (TSXV: FOR) (FWB: 5QN) (OTCQB: FTBYF) (“Fortune
Bay” or the “Company”) is pleased to announce that it has closed its non-brokered private placement (the
"Offering"), previously announced on April 7, 2025, for aggregate gross proceeds of $3,000,000. The
Company issued 9,375,000 units. Each unit was issued at a price of $0.32 per unit, with each unit
comprised of one common share and one-half common share purchase warrant. Each whole warrant is
exercisable into one common share of the Company at an exercise price of $0.45 per share for the first
year from the date of issuance and $0.55 per share for the second year from the date of issuance. Directors,
officers and other non-arm’s length parties of the Company subscribed for an aggregate of 1,531,250 units.
The Company intends to use the proceeds of the Offering to fund advancement of the Company’s projects
in Canada and Mexico, and for general corporate purposes.
Numus Capital Corp. (“Numus”) acted as a finder for a portion the Offering. Finder’s fees of $17,500 were
paid in cash and a total of 54,688 non-transferable finder’s warrants were issued (the “Finder’s Warrants”),
having an exercise price of $0.45 per share for the first year from the date of issuance and $0.55 per share
for the second year from the date of issuance. Each Finder’s Warrant entitles the finder to purchase one
common share at the applicable exercise price for two years from the date of issue.
Numus is a non-arm’s length party to the Company as a director of the Company holds a non-controlling
interest in Numus. The engagement of Numus, and the purchase of units by insiders of the Company
pursuant to the Offering, constitutes a "related party transaction", as such terms are defined by Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The
Company is relying on an exemption from the formal valuation requirements of MI 61-101 available on the
basis of the securities of the Company not being listed on specified markets. The Company is also relying
on the exemption from minority shareholder approval requirements under MI 61-101 as the fair market
value of the participation in the Offering by the Insiders does not exceed 25% of the market capitalization
of the Company.
All securities issued pursuant to the Offering will be subject to a four-month and one day hold period.
About Fortune Bay
Fortune Bay Corp. (TSXV:FOR, FWB:5QN, OTCQB:FTBYF) is an exploration and development company
with 100% ownership in two advanced gold projects in Canada, Saskatchewan (Goldfields Project) and
Mexico, Chiapas (Ixhuatán Project), both with exploration and development potential. The Company is also
advancing seven uranium exploration projects on the northern rim of the Athabasca Basin, Saskatchewan,
which have high-grade potential. The Company has a goal of building a mid-tier exploration and
development Company through the advancement of its existing projects and the strategic acquisition of
new projects to create a pipeline of growth opportunities. The Company’s corporate strategy is driven by a
Board and Management team with a proven track record of discovery, project development and value
creation. Further information on Fortune Bay and its assets can be found on the Company’s website at
www.fortunebaycorp.com or by contacting us as [email protected] or by telephone at 902-334-
1919.
On behalf of Fortune Bay Corp.
”Dale Verran”
Chief Executive Officer
902-334-1919
Cautionary Statement Regarding Forward-Looking Information
Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this
news release. These statements reflect management's current estimates, beliefs, intentions, and expectations. They are not
guarantees of future performance. Words such as “expects”, “aims”, “anticipates”, “targets”, “goals”, “projects”, “intends”, “plans”,
“believes”, “seeks”, “estimates”, “continues”, “may”, variations of such words, and similar expressions and references to future periods,
are intended to identify such forward-looking statements.
Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they
involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the
Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors
involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ
materially from those expressed or implied by such forward-looking information. Forward looking information in this news release
includes, but is not limited to, the Company’s objectives, goals, intentions or future plans, statements, exploration results, potential
mineralization, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results
to differ materially from such forward-looking information include, but are not limited to failure to identify targets or mineralization,
delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to
fulfill the duty to accommodate First Nations and other indigenous peoples, inability to reach access agreements with other Project
communities, amendments to applicable mining laws, uncertainties relating to the availability and costs of financing or partnerships
needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the
development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral
exploration and development industry, and those risks set out in the Company’s public documents filed on SEDAR+. Although the
Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are
reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no
assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or
obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise,
other than as required by law. For more information on Fortune Bay, readers should refer to Fortune Bay's website at
www.fortunebaycorp.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.