Fitzroy Minerals Announces Closing of First Tranche of Non- Brokered Private Placement
March 13, 2026
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES
FITZROY MINERALS ANNOUNCES CLOSING OF FIRST TRANCHE OF NON-
BROKERED PRIVATE PLACEMENT
VANCOUVER, BRITISH COLUMBIA, March 13, 2026 – FITZROY MINERALS INC. (TSXV: FTZ, OTCQX: FTZFF,
FSE: C3Y) (“Fitzroy Minerals” or the "Company") is pleased to announce that it has closed the first tranche
(the “ First Tranche ”) of its previously announced non-brokered private placement (the “ Private
Placement”).
The Company raised aggregate gross proceeds of $19,030,000 in the First Tranche via the issuance of:
6,130,000 common shares of the Company (“ LIFE Shares ”) issued under the “listed issuer
financing exemption” at a price of $0.50 per LIFE Share, for aggregate gross proceeds of
$3,065,000 to the Company; and
31,930,000 units of the Company (the “ Units”), issued under other applicable prospectus
exemptions, at a price of $0.50 per Unit, for aggregate gross proceeds of $15,965,000. Each Unit
is comprised of one common share of the Company (a “Unit Share”) and one-half of one common
share purchase warrant (each whole warrant, a “ Warrant”). Each Warrant entitles the holder
thereof to purchase one additional common share of the Company at an exercise price of $0.80
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 are offered as part of an
offering (the “LIFE Offering”) 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
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
www.sedarplus.ca and on the Company’s website at www.fitzroyminerals.com. Prospective investors
should read this offering document before making an investment decision. The LIFE Offering remains
subject to a minimum offering amount of $4,000,000, and the Company expects to meet this threshold
upon closing of the second and final tranche of the Private Placement.
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,
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(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 TSXV.
In connection with the First Tranche, the Company has agreed to pay aggregate cash finder’s fees of
$1,045,800 and issued 2,091,598 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 $0.80 per share
for a period of two years following the completion of the First Tranche. The Company may pay further
finder’s fees in cash and securities to certain arm’s length finders engaged in connection with additional
tranches of the Private Placement. All finder’s fees paid in connection with the Private Placement remain
subject to the approval of the TSXV.
Related Party Transaction Disclosure
Ptolemy Capital Limited (“ Ptolemy Capital”), a company owned by Mr. Matthew Gordon and a “control
person” (as such term is defined under Canadian securities laws) of the Company, participated in the
Private Placement, subscribing for 1,000,000 Units for a total subscription price of $500,000. Such
participation constitutes a related party transaction pursuant to Multilateral Instrument 61-101
- Protection of Minority Security Holders in Special Transactions ("MI 61-101 "). Such related party
participation will be exempt from the formal valuation and minority shareholder approval requirements
of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on any
of the exchanges or markets outlined in subsection 5.5(b) of MI 61-101, and the fair market value of the
securities to be distributed to the insiders will not exceed 25% of the Company's market capitalization.
Early Warning Reporting Disclosure
Prior to the closing of the First Tranche, Ptolemy Capital owned 71,218,047 common shares of the
Company, representing 25.08% of all of the issued and outstanding common shares on an undiluted basis,
based upon 283,959,683 common shares issued and outstanding. Immediately upon the closing of the
First Tranche, Ptolemy Capital owns 72,218,047 common shares and 500,000 Warrants, representing
22.43% of the issued and outstanding common shares on an undiluted basis, and 22.55% of the issued
and outstanding common shares on a partially-diluted basis, based upon 332,109,683 common shares
issued and outstanding at the time of this news release.
The Units acquired by Ptolemy Capital will be held for investment purposes, and depending on market
and other conditions, Ptolemy Capital may from time-to-time in the future increase or decrease its
ownership, control or direction over securities of the Company through market transactions, private
agreements, or otherwise.
As Ptolemy Capital’s percentage ownership of the Company’s common shares has decreased by more
than 2% as a result of the closing of the First Tranche, Ptolemy Capital has filed an early warning report
(the “Early Warning Report”) pursuant to the requirements under National Instrument 62-103 – The Early
Warning System and Related Take-Over Bid and Insider Reporting Issues . A copy of the Early Warning
Report is available on the Company’s profile on the SEDAR+ at www.sedarplus.ca.
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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.
Caballos Finder’s Fee
The Company also announces that in connection with the completion of the Stage 1 exploration program
on the Company’s Caballos Project, the Company has paid a finder’s fee (the “ Caballos Finder’s Fee”) to
Marrad Limited (“Marrad”), a company controlled by Mr. Merlin Marr-Johnson, consisting of: (i) $65,000
in cash, and (ii) the issuance of 241,379 common shares (“ Finder Shares”) at a deemed price of $0.145
per share. The Caballos Finder’s Fee was approved by the TSX Venture Exchange (the “ Exchange”) on
November 21, 2024. For more information regarding the Caballos Finder’s Fee, please see the Company’s
press release dated November 20, 2024. The acquisition of the Caballos Project and the Caballos Finder’s
Fee were negotiated and agreed to by the Company prior to Mr. Marr-Johnson’s appointment to
Company’s board of directors and as an officer of the Company. As such, at the time of the settlement of
the acquisition and finder’s fee terms, Mr. Marr-Johnson was not a Non-Arm’s Length Party (as defined
under the policies of the Exchange) to the Company. All Finder Shares issued to Marrad will be subject to
a hold period expiring four months and one day after the issuance thereof.
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 OTCQX 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
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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.