Fitzroy Minerals Closes First Tranche of Private Placement

VANCOUVER, BRITISH COLUMBIA — March 13, 2026 — Leads & Copy — Fitzroy Minerals Inc. (TSXV: FTZ, OTCQX: FTZFF, FSE: C3Y) has completed the first tranche of its non-brokered private placement.

The company raised $18,930,000 through the issuance of 6,130,000 common shares under the “listed issuer financing exemption” at $0.50 per share, totaling $3,065,000, and 31,730,000 units at $0.50 per unit, for gross proceeds of $15,865,000. Each unit includes one common share and one-half of a common share purchase warrant. Each whole warrant allows the holder to purchase one additional common share at $0.80 per share for two years following the warrant's issuance.

The LIFE Shares will not be subject to a hold period under Canadian securities laws and are part of an offering conducted under Part 5A of National Instrument 45-106. An offering document is available on SEDAR+ and the company’s website. The LIFE Offering is subject to a minimum offering amount of $4,000,000, which the Company expects to meet with the closing of the second and final tranche of the Private Placement. The Units and underlying shares are subject to a statutory hold period of four months and one day.

Fitzroy Minerals intends to allocate the net proceeds from the private placement to exploration and property commitments for the Buen Retiro and Caballos projects, advancement of the Polimet project, preparation for a reorganization of the Taquetren project, general and administrative costs, and general working capital.

The private placement's closing remains subject to TSXV approval. The company paid $1,039,800 in cash finder’s fees and issued 2,079,598 finder’s warrants to arm’s length finders in connection with the first tranche. Each finder’s warrant allows the acquisition of one common share at $0.80 per share for two years following the completion of the First Tranche.

Ptolemy Capital Limited, owned by Mr. Matthew Gordon, participated in the private placement, subscribing for 1,000,000 Units for $500,000. This is considered a related party transaction under Multilateral Instrument 61-101 but is exempt from formal valuation and minority shareholder approval requirements.

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. Immediately upon the closing of the First Tranche, Ptolemy Capital owns 72,218,047 common shares and 500,000 Warrants, representing 21.76% of the issued and outstanding common shares on an undiluted basis.

Ptolemy Capital’s holdings will be for investment purposes, and the company may increase or decrease its ownership in the future through market transactions or private agreements. Ptolemy Capital has filed an early warning report due to a decrease in percentage ownership of more than 2% as a result of the closing of the First Tranche.

The company also announced that it has paid a finder’s fee to Marrad Limited consisting of: (i) $65,000 in cash, and (ii) the issuance of 241,379 common shares at a deemed price of $0.145 per share. The Caballos Finder’s Fee was approved by the TSX Venture Exchange on November 21, 2024. All Finder Shares issued to Marrad will be subject to a hold period expiring four months and one day after the issuance thereof.

Fitzroy Minerals focuses on exploring and developing mineral assets in the Americas, with properties including the Buen Retiro Copper Project, the Caballos Copper and Polimet Gold-Copper-Silver projects, the Taquetren Gold Project, and the Caribou Project. Its shares are listed on the TSX Venture Exchange (FTZ) and the OTCQX (FTZFF).

Source: Fitzroy Minerals