Fitzroy Minerals Announces Non-Brokered Life Offering And Concurrent Private Placement For Up To A Combined $26 Million

(TheNewswire)

VANCOUVER, BRITISH COLUMBIA, February25, 2026 – TheNewswire– FITZROY MINERALS INC.(TSXV: FTZ, OTCQX: FTZFF; FSE: C3Y) (“Fitzroy Minerals” or the"Company") is pleased to announcethat it intends to complete a non-brokeredlisted issuer financing exemption (LIFE) private placement (the“LIFE Offering”) consisting of the issuance of common shares of theCompany (the “Shares”) at a price of $0.50 per Share, for aggregate gross proceeds to the Company of upto $10,000,000. The LIFE Offering is subject to a minimum offeringamount of $4,000,000.

Subject to compliance with applicable regulatoryrequirements, the LIFE Offering is being conducted pursuant to thelisted issuer financing exemption under Part 5A of National Instrument45-106 – 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 will not besubject to a hold period under applicable Canadian securities laws.There is an offering document related to the LIFE Offering that can beaccessed under the Company’s profile at www.sedarplus.ca and on theCompany’s website at www.fitzroyminerals.com. Prospective investorsshould read this offering document before making an investmentdecision.

In addition to the LIFE Offering, the Company announcesa concurrent non-brokered private placement of up to $16,000,000through the issuance of up to 32,000,000 units (the “Units”) at a priceof $0.50 per Unit (the “Concurrent Offering” together with the LIFEOffering, the “PrivatePlacement”) to purchasers pursuant to otherapplicable exemptions under NI 45-106. Each Unit will be comprised ofone Share, and one-half of one Share purchase warrant (each wholewarrant, a “Warrant”). Each Warrant will entitle theholder thereof to purchase one additional Share at an exercise priceof $0.80 per share for a period of two years following the date ofissuance of the Warrant. All securities issued in connection with theConcurrent Offering will be subject to a statutory hold period of fourmonths and one day following the date of issuance in accordance withapplicable Canadian securities laws.

The Company intends to use the net 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) 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 capitalpurposes.

The closing of the Private Placement is expected tooccur on or about March24, 2026 (the “Closing Date”). Theclosing of the Private Placement is subject to certain closingconditions, including the approval of the TSXV. The Company may payfinder’s fees in cash and securities to certain arm’s lengthfinders engaged in connection with the Private Placement, subject tothe approval of the TSXV.

Insiders of the Company may participate in theConcurrent Offering. The participation of any insiders may beconsidered a related party transaction within the meaning ofMultilateral Instrument 61-101 - Protection of Minority Security Holders inSpecial Transactions ("MI 61-101").Such insider participation will be exempt from the formal valuationand minority shareholder approval requirements of MI 61-101 pursuantto sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is notlisted on any of the exchanges or markets outlined in subsection5.5(b) of MI 61-101, and the fair market value of the securities to bedistributed to the insiders will not exceed 25% of the Company'smarket capitalization.

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, solicitationor sale would be unlawful. The securities being offered have not been,nor will they be, registered under the United States Securities Act of1933, as amended (the “U.S. Securities Act”) or under any securities laws of any State of the UnitedStates, and may not be offered or sold in the United States or to, orfor the account or benefit of, a “U.S. person” (as defined inRegulation S under the U.S. Securities Act) absent registration or anapplicable exemption from the registration requirements of the U.S.Securities Act and all applicable state securities laws.

About Fitzroy Minerals

Fitzroy Minerals isfocused on exploring and developing mineral assets with substantialupside potential in the Americas. The Company’s current propertyportfolio includes the Buen Retiro Copper Project located nearCopiapó, Chile, the Caballos Copper and Polimet Gold-Copper-Silverprojects located in Valparaiso, Chile, the Taquetren Gold Projectlocated in Rio Negro, Argentina, and the Caribou Project in BritishColumbia, Canada. Fitzroy Minerals’ shares arelisted on the TSX Venture Exchange under the symbol FTZ and on theOTCQX 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. Allsuch forward-looking statements are based on the opinions andestimates of management as of the date such statements are made.Forward-looking statements in this news release include statementsregarding, among others, the terms and completion of the PrivatePlacement, raising the minimum and maximum amounts of the PrivatePlacement, the payment of finder’s fees and issuance of finder’ssecurities, the anticipated closing date and the planned use of proceeds for the Private Placement.Although the Company believes the expectations expressed in suchforward-looking statements are based on reasonable assumptions, suchstatements are not guarantees of future performance and actual resultsor developments may differ materially from those forward-lookingstatements. Factors that could cause actual results to differmaterially 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.  

THIS NEWS RELEASEIS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATIONIN THE UNITED STATES

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