Fitzroy Minerals (TSXV:FTZ) Announces Private Placement to Raise Up to $26 Million

VANCOUVER, BRITISH COLUMBIA — February 25, 2026 — Leads & Copy —

Fitzroy Minerals Inc. plans to raise up to $26 million through a non-brokered private placement. The placement includes a listed issuer financing exemption (LIFE) offering and a concurrent non-brokered offering.

The LIFE Offering will consist of common shares priced at $0.50 each, aiming to raise up to $10 million. A minimum offering amount of $4 million is required. The LIFE Offering is subject to regulatory requirements and conducted under Part 5A of National Instrument 45-106 and Coordinated Blanket Order 45-935. Securities issued in the LIFE Offering will not be subject to a hold period under Canadian securities laws. An offering document is available on www.sedarplus.ca and the company’s website.

The concurrent non-brokered private placement aims to raise up to $16 million through the issuance of up to 32 million units at $0.50 per unit. Each unit includes one share and one-half of a share purchase warrant. Each whole warrant allows the holder to purchase one additional share at $0.80 per share for two years after the warrant’s issuance. Securities issued in the Concurrent Offering will be subject to a statutory hold period of four months and one day following the issuance date, as per Canadian securities laws.

Fitzroy Minerals intends to allocate the net proceeds from the private placement to exploration activities and property commitments at 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 is expected to close around March 24, 2026, subject to customary closing conditions, including TSXV approval. The company may pay finder’s fees in cash and securities to arm’s length finders, pending TSXV approval.

Insiders of the company may participate in the Concurrent Offering, which could be considered a related party transaction under Multilateral Instrument 61-101. Exemptions from formal valuation and minority shareholder approval requirements may apply.

Fitzroy Minerals is focused on exploring and developing mineral assets in the Americas. Their portfolio includes the Buen Retiro Copper Project in Chile, the Caballos Copper and Polimet Gold-Copper-Silver projects in Chile, the Taquetren Gold Project in 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.

Merlin Marr-Johnson, President and CEO, confirmed these details on behalf of Fitzroy Minerals Inc.

Source: Fitzroy Minerals

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