Fitzroy Minerals Announces Closing of Final Tranche of Non- Brokered Life Offering and Concurrent Private Placement
July 9, 2025
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES
FITZROY MINERALS ANNOUNCES CLOSING OF FINAL TRANCHE OF NON-
BROKERED LIFE OFFERING AND CONCURRENT PRIVATE PLACEMENT
VANCOUVER, BRITISH COLUMBIA, July 9, 2025 – FITZROY MINERALS INC. (TSXV: FTZ, OTCQB: FTZFF)
(“Fitzroy Minerals” or the "Company") is pleased to announce that it has closed the second and final
tranche of its previously announced non-brokered listed issuer financing exemption (LIFE) private
placement (the “LIFE Offering”) through the issuance of 23,333,333 common shares of the Company (the
“Shares”) at a price of $0.30 per Share, for aggregate gross proceeds to the Company of approximately
$7,000,000 (the “ Final Tranche ”). With the closing of the Final Tranche, the Company has issued
40,000,000 Shares at a price of $0.30 per Share, for aggregate gross proceeds to the Company of
$12,000,000.
Subject to compliance with applicable regulatory requirements, the LIFE Offering was conducted pursuant
to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus
Exemptions (“NI 45-106”) and in reliance on the Coordinated Blanket Order 45-935 – Exemptions from
Certain Conditions of the Listed Issuer Financing Exemption. The securities issued to purchasers in the LIFE
Offering are not subject to a hold period under applicable Canadian securities laws. An offering document
related to the LIFE Offering has been filed under the Company’s profile at www.sedarplus.ca and was
posted on the Company’s website at www.fitzroyminerals.com.
In addition to the LIFE Offering, the Company completed a concurrent non-brokered private placement of
$540,000 through the issuance of 1,800,000 Shares at a price of $0.30 per Share (the “ Concurrent
Offering” together with the LIFE Offering, the “ Private Placement ”) to purchasers pursuant to other
applicable exemptions under NI 45-106. All securities issued in connection with the Concurrent Offering
are 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 gross 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) general and administrative costs, and (iv) general
working capital purposes.
The closing of the Private Placement remains subject to the final approval of the TSXV.
In connection with the Final Tranche, the Company has agreed to pay aggregate cash finder’s fees of
$540,000.01 and issued 1,799,998 finder’s 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 $0.50 per share
for a period of two years following the completion of the Final Tranche. In total, the Company agreed to
2
pay $940,000.02 and issued 3,133,330 finder’s warrants to certain arm’s length finders in connection with
the Private Placement. All finder’s fees paid in connection with the Private Placement remain subject to
the approval of the TSXV.
The participation of Clariden Capital Ltd., a company owned by J. Campell Smyth, Chairman and a director
of the Company, and Mary Gilzean, a director of the Company, in the Private Placement 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 J. Campbell Smyth and Mary Gilzean declaring and abstaining from voting on the
resolutions approving the Private Placement with respect to their participation in the Private Placement.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the
United States, nor shall there be any sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities being offered have not been, nor will they be,
registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or under
any securities laws of any State of the United States, and may not be offered or sold in the United States
or to, or for the account or benefit of, a “U.S. person” (as defined in Regulation S under the U.S. Securities
Act) absent registration or an applicable exemption from the registration requirements of the U.S.
Securities Act and all applicable state securities laws.
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 Buen Retiro Copper Project
located near Copiapó, 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 OTCQB under the symbol FTZFF.
On behalf of Fitzroy Minerals Inc.
Merlin Marr-Johnson
President and CEO
For further information, please contact:
Merlin Marr-Johnson
+44 7803 712280
For more information on Fitzroy Minerals, please visit the Company's website: www.fitzroyminerals.com
3
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 “forward-looking information” and “forward-looking statements”
(collectively, “forward-looking statements”) within the meaning of applicable Canadian securities
legislation. All statements in this news release that address events or developments that we expect to
occur in the future are forward-looking statements. Forward-looking statements are statements that are
not historical facts and are generally, although not always, identified by words such as "expect", "plan",
"anticipate", "project", "target", "potential", "schedule", "forecast", "budget", "estimate", "intend" or
"believe" and similar expressions or their negative connotations, or that events or conditions "will",
"would", "may", "could", "should" or "might" occur. All such forward-looking statements are based on the
opinions and estimates of management as of the date such statements are made. Forward-looking
statements in this news release include statements regarding, among others, the terms and completion of
the Private Placement, raising the minimum and maximum amounts of the Private Placement, the
payment of finder’s fees and issuance of finder’s securities, the anticipated closing date and the planned
use of proceeds for the Private Placement. Although the Company believes the expectations expressed in
such forward-looking statements are based on reasonable assumptions, such statements are not
guarantees of future performance and actual results or developments may differ materially from those
forward-looking statements. Factors that could cause actual results to differ materially from those in
forward-looking statements include the ability to obtain regulatory approval for the Private Placement,
the state of equity markets in Canada and other jurisdictions, market prices, exploration successes, and
continued availability of capital and financing and general economic, market or business conditions. These
forward-looking statements are based on a number of assumptions including, among other things,
assumptions regarding general business and economic conditions, the timing and receipt of regulatory
and governmental approvals, the ability of the Company and other parties to satisfy stock exchange and
other regulatory requirements in a timely manner, the availability of financing for the Company’s proposed
transactions and programs on reasonable terms, and the ability of third-party service providers to deliver
services in a timely manner. Investors are cautioned that any such statements are not guarantees of future
performance and actual results or developments may differ materially from those projected in the forward-
looking statements, and accordingly undue reliance should not be put on such statements due to the
inherent uncertainty therein. The Company does not assume any obligation to update or revise its forward-
looking statements, whether as a result of new information, future or otherwise, except as required by
applicable law.