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FTZ.V ·

Fitzroy Minerals Announces an Application to Extend Warrants

Share Capital & Compensation

July 11, 2024

FITZROY MINERALS ANNOUNCES AN APPLICATION TO EXTEND WARRANTS

VANCOUVER, BRITISH COLUMBIA, July 11, 2024 – FITZROY MINERALS INC. (TSXV: FTZ, OTCQB: FTZFF)

(“Fitzroy Minerals” or the "Company") reports that it is applying to the TSX Venture Exchange (the

“Exchange”) to extend the term of 3,900,000 warrants with an exercise price of $0. 25 and expiring on

August 13, 2024 issued under its private placement completed on February 13, 2023 (the “Warrants”).

See the Company’s press release dated February 13, 2023 (available on SEDAR+) for more information

regarding the private placement.

The Company is applying to amend the Warrants to extend the expiry date from August 13, 2024 to August

13, 2025. The foregoing amendments are subject to regulatory acceptance by the Exchange. The exercise

price of $0.25 and all other terms of the Warrants will remain unchanged for the extended exercise period.

Grant of Options

The Company also announces that it has granted 250,000 options (each, an “Option”) to purchase up to

250,000 common shares to a consultant of the Company under the Company’s 10% rolling stock option

plan (the “Plan”). The Options are exercisable at the price of $0.25 per common share until July 11, 2029,

subject to any earlier termination in accordance with the Plan and the requirements of the Exchange. All

Options vested immediately on the date of grant.

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 TSX Venture 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:

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Merlin Marr-Johnson

[email protected]

+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 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.

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 Offering and the timing and pricing in respect thereof, the use of proceeds

of the Offering, 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 a s "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, an d 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

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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 n ot 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.