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FTZ.V ·

Fitzroy Minerals Announces Extension of Ptolemy Mining Exclusivity Period

Corporate Updates

Fitzroy Minerals Announces Extension of Ptolemy Mining Exclusivity Period

Vancouver, British Columbia September 27, 2024 – Fitzroy Minerals Inc. (TSXV: FTZ) (OTCQB: FTZFF)

(“Fitzroy Minerals” or the “Company”) is pleased to announce it has entered into an extension agreement

(the “Extension Agreement”) with Ptolemy Mining Limited (“ Ptolemy”) to extend the exclusivity period

(the “ Exclusivity Period ”) provided for under the exclusivity letter agreement (the “ Exclusivity

Agreement”) dated June 25, 2024 between the Company and Ptolemy.

Pursuant to the Exclusivity Agreement, Ptolemy granted the Company an Exclusivity Period of 90 days to

complete its technical, financial and legal due diligence investigations and to negotiate a definitive

acquisition agreement to acquire all of the issued and outstanding ordinary shares of Ptolemy, or all of

the assets of Ptolemy (the “Acquisition”).

Pursuant to the Extension Agreement, in consideration for an extension fee of USD$100,000, Ptolemy has

granted the Company an extension of the Exclusivity Period for an additional 90 days (ending December

22, 2024).

If the Company decides to proceed with the Acquisition, it will be subject to certain conditions to be

determined between the parties, which will include, without limitation, the approval of the TSX Venture

Exchange (“ Exchange”). For more information regarding Ptolemy or the Acquisition, please see the

Company’s press release dated June 27, 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:

Merlin Marr-Johnson

[email protected]

+1 604-505-4554

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

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.

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 Acquisition, and timely receipt of all necessary approvals, including any

requisite approval of the Exchange, and exploration plans of the Company.

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,

including, the inability to enter into an agreement to complete the Acquisition, the inability to satisfy the

conditions precedent to complete the Acquisition, due diligence results not being to the satisfaction of the

Company, the inability to obtain all necessary regulatory approvals for the Acquisition, consents or

authorizations required for mining activities, environmental regulations or hazards and compliance with

complex regulations associated with mining activities, climate change and climate change regulations,

fluctuations in exchange rates, the availability of obtaining necessary financing to complete the Acquisition

and the business objectives of the Company, and such further risks 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.sedarplus.ca.

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 forward-looking statements,

other than as required by law.