Fitzroy Minerals Announces Non-Brokered Life Offering and Concurrent Private Placement FOR up to a Combined $26 Million
February 25, 2026
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES
FITZROY MINERALS ANNOUNCES NON-BROKERED LIFE OFFERING AND
CONCURRENT PRIVATE PLACEMENT FOR UP TO A COMBINED $26 MILLION
VANCOUVER, BRITISH COLUMBIA, February 25, 2026 – FITZROY MINERALS INC. (TSXV: FTZ, OTCQX:
FTZFF; FSE: C3Y) (“Fitzroy Minerals” or the "Company") is pleased to announce that it intends to
complete a non-brokered listed issuer financing exemption (LIFE) private placement (the “LIFE Offering”)
consisting of the issuance of common shares of the Company (the “Shares”) at a price of $0.50 per Share,
for aggregate gross proceeds to the Company of up to $10,000,000. The LIFE Offering is subject to a
minimum offering amount of $4,000,000.
Subject to compliance with applicable regulatory requirements, the LIFE Offering is being 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 will not be subject to a hold period under applicable Canadian securities
laws. There is an offering document related to the LIFE Offering 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.
In addition to the LIFE Offering, the Company announces a concurrent non-brokered private placement
of up to $16,000,000 through the issuance of up to 32,000,000 units (the “ Units”) at a price of $0.50 per
Unit (the “Concurrent Offering” together with the LIFE Offering, the “ Private Placement”) to purchasers
pursuant to other applicable exemptions under NI 45-106. Each Unit will be comprised of one Share, and
one-half of one Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the
holder thereof to purchase one additional Share at an exercise price of $0.80 per share for a period of two
years following the date of issuance of the Warrant. All securities issued in connection with the Concurrent
Offering 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,
(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 is expected to occur on or about March 24, 2026 (the “Closing Date”).
The closing of the Private Placement is subject to certain closing conditions, including the approval of the
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TSXV. The Company may pay finder’s fees in cash and securities to certain arm’s length finders engaged
in connection with the Private Placement, subject to the approval of the TSXV.
Insiders of the Company may participate in the Concurrent Offering. The participation of any insiders may
be considered a related party transaction within the meaning of Multilateral Instrument 61-101
- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Such insider 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.
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 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
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.
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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.