Fitzroy Minerals Announces Closing Of Final Tranche Of Non-Brokered Life Offering And Concurrent Private Placement
(TheNewswire)
VANCOUVER, BRITISH COLUMBIA,July 9, 2025 – TheNewswire - FITZROY MINERALS INC. (TSXV: FTZ, OTCQB:FTZFF) (“Fitzroy Minerals” or the "Company") is pleased to announce that it hasclosed the second and final tranche of its previously announcednon-brokered listed issuer financing exemption (LIFE) privateplacement (the “LIFEOffering”) through the issuance of23,333,333 common shares of the Company (the“Shares”) at a price of $0.30 per Share, foraggregate gross proceeds to the Company of approximately $7,000,000(the “FinalTranche”). With the closing of the FinalTranche, the Company has issued 40,000,000 Shares at a price of $0.30per Share, for aggregate gross proceeds to the Company of$12,000,000.
Subject to compliance with applicable regulatoryrequirements, the LIFE Offering was conducted pursuant to the listedissuer financing exemption under Part 5A of National Instrument 45-106– ProspectusExemptions (“NI 45-106”) and inreliance on the Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of theListed Issuer Financing Exemption. Thesecurities issued to purchasers in the LIFE Offering are not subjectto a hold period under applicable Canadian securities laws. Anoffering document related to the LIFE Offering has been filed underthe Company’s profile at www.sedarplus.ca and was posted on theCompany’s website at www.fitzroyminerals.com.
In addition to the LIFE Offering, the Company completeda concurrent non-brokered private placement of $540,000 through theissuance of 1,800,000 Shares at a price of $0.30 per Share (the“ConcurrentOffering” together with the LIFE Offering, the“PrivatePlacement”) to purchasers pursuant to otherapplicable exemptions under NI 45-106. All securities issued inconnection with the Concurrent Offering are subject to a statutoryhold period of four months and one day following the date of issuancein accordance with applicable Canadian securities laws.
The Company intends to use the gross proceeds of thePrivate Placement for (i) exploration activities and propertycommitments on the Company’s Buen Retiro project, (ii) explorationactivities and property commitments on the Company’s Caballosproject, (iii) general and administrative costs, and (iv) generalworking capital purposes.
The closing of the Private Placement remains subject tothe final approval of the TSXV.
In connection with the Final Tranche, the Company hasagreed to pay aggregate cash finder’s fees of $540,000.01 and issued1,799,998 finder’s warrants to certain arm’s length finders. Eachfinder’s warrant is exercisable to acquire one common share in thecapital of the Company at a price of $0.50 per share for a period oftwo years following the completion of the Final Tranche. In total, theCompany agreed to pay $940,000.02 and issued 3,133,330 finder’swarrants to certain arm’s length finders in connection with thePrivate Placement. All finder’s fees paid in connection with thePrivate Placement remain subject to the approval of the TSXV.
The participation of Clariden Capital Ltd., a companyowned by J. Campell Smyth, Chairman and a director
of the Company, and Mary Gilzean, a director of theCompany, in the Private Placement constitutes a related partytransaction pursuant to Multilateral Instrument 61-101 - Protection ofMinority Security Holders in Special Transactions ("MI 61-101"). TheCompany is exempt from the requirements to obtain a formal valuationand minority shareholder approval in connection with the participationof the related
parties in the Private Placement in reliance on theexemptions contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101,respectively. The Private Placement was unanimously approved by theboard of directors of the Company, with J.Campbell Smyth and Mary Gilzean declaring and abstaining from votingon the resolutions approving the Private Placement with respect totheir participation in the Private Placement.
This press release shall not constitute an offer tosell or the solicitation of an offer to buy securities in the UnitedStates, nor shall there be any sale of the securities in anyjurisdiction in which such offer, solicitation or sale would beunlawful. The securities being offered have not been, nor will theybe, registered under the United States Securities Act of 1933, asamended (the “U.S.Securities Act”) or under any securities lawsof any State of the United States, and may not be offered or sold inthe 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 registrationrequirements of the U.S. Securities Act and all applicable statesecurities 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
mmj@fitzroyminerals.com
+44 7803 712280
For more information on Fitzroy Minerals, please visitthe Company's website: www.fitzroyminerals.com
Neither Exchange nor its Regulation Services Provider(as that term is defined in the policies of the Exchange) acceptsresponsibility for the adequacy or accuracy of this release.
CAUTIONARY STATEMENT REGARDINGFORWARD-LOOKING INFORMATION
This news release includes certain“forward-looking information” and “forward-looking statements”(collectively, “forward-looking statements”) within the meaning ofapplicable Canadian securities legislation. All statements in thisnews release that address events or developments that we expect tooccur in the future are forward-looking statements. Forward-lookingstatements are statements that are not historical facts and aregenerally, although not always, identified by words such as"expect", "plan", "anticipate","project", "target", "potential","schedule", "forecast", "budget","estimate", "intend" or "believe" andsimilar expressions or their negative connotations, or that events orconditions "will", "would", "may", "could","should" or "might" occur. All suchforward-looking statements are based on the opinions and estimates ofmanagement as of the date such statements are made. Forward-lookingstatements in this news release include statements regarding, amongothers, the terms and completion of the Private Placement, raising theminimum and maximum amounts of the Private Placement, the payment offinder’s fees and issuance of finder’s securities, the anticipatedclosing date and the planned use of proceeds for the PrivatePlacement. Although the Company believes the expectations expressed insuch forward-looking statements are based on reasonable assumptions,such statements are not guarantees of future performance and actualresults or developments may differ materially from thoseforward-looking statements. Factors that could cause actual results todiffer materially from those in forward-looking statements include theability to obtain regulatory approval for the Private Placement, thestate of equity markets in Canada and other jurisdictions, marketprices, exploration successes, and continued availability of capitaland financing and general economic, market or business conditions.These forward-looking statements are based on a number of assumptionsincluding, among other things, assumptions regarding general businessand economic conditions, the timing and receipt of regulatory andgovernmental approvals, the ability of the Company and other partiesto satisfy stock exchange and other regulatory requirements in atimely manner, the availability of financing for the Company’sproposed transactions and programs on reasonable terms, and theability of third-party service providers to deliver services in atimely manner. Investors are cautioned that any such statements arenot guarantees of future performance and actual results ordevelopments may differ materially from those projected in theforward-looking statements, and accordingly undue reliance should notbe put on such statements due to the inherent uncertainty therein. TheCompany does not assume any obligation to update or revise itsforward-looking statements, whether as a result of new information,future or otherwise, except as required by applicable law.
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