Mr. Estanislao Auriemma reports

FREDONIA ANNOUNCES CLOSING OF OVERSUBSCRIBED C$7M BEST EFFORTS PRIVATE PLACEMENT

Fredonia Mining Inc. has closed its previously announced best efforts private placement, pursuant to which it has issued an aggregate of 17.5 million units of the company at a price of 40 cents per unit for total gross proceeds of $7-million.

Each unit consists of one common share of the company and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share of the company at a price of 56 cents for the period that is 36 months following Feb. 4, 2026.

The company intends to use the net proceeds from the offering for the exploration and advancement of the company's El Dorado Monserrat project in Santa Cruz province, Argentina, and for general corporate and working capital purposes, all as further described in the amended and restated offering document relating to the offering.

The offering was led by ATB Cormark Capital Markets as sole agent and bookrunner. In consideration for the services provided by the agent in connection with the offering, the company paid to the agent an aggregate cash commission equal to 6 per cent of the aggregate gross proceeds of the offering and issued a number of non-transferable broker warrants equal to 6 per cent of the number of units sold under the offering. Each broker warrant is exercisable to purchase one common share at a price of 40 cents for a period of 36 months following Feb. 4, 2026. The broker warrants and common shares issuable on exercise thereof are subject to a hold period expiring on June 5, 2026.

Directors and executive officers of the company subscribed for a total of 1.25 million units for aggregate gross proceeds of $500,000. The participation of insiders in the offerings constitutes a related party transaction, within the meaning of the TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(b) of MI 61-101, in respect of the related party participation in the offering, as described in further detail in the company's material change report dated Feb. 2, 2026, which can be accessed under the company's profile on SEDAR+. The material change report filed with respect to the offering was filed less than 21 days prior to the closing date. The company believes this was reasonable and necessary in the circumstances, as the typical life cycle for a transaction in the nature of the offering is significantly less than 21 days and the company desired to execute on an available financing opportunity.

The units issued pursuant to the offering were issued: (a) in respect of units issued to purchasers in each of the provinces of Canada (other than the province of Quebec), pursuant to the listed issuer financing exemption under Part 5A.2 of National Instrument 45-106, Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, or only as it relates to employees, executive officers, directors or consultants of the company, pursuant to Section 2.24 of NI 45-106; (b) in respect of units issued to purchasers in the United States, pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended; and (c) in respect of units issued to purchasers in certain other jurisdictions outside of Canada and the United States, pursuant to applicable regulatory requirements and in accordance with OSC Rule 72-503, Distributions Outside Canada. The unit shares and warrants comprising the units issued pursuant to the listed issuer financing exemption to investors resident in Canada or to investors outside of Canada pursuant to OSC Rule 72-503, as well as the warrant shares issuable upon exercise of the warrants, will not be subject to a hold period in Canada. Unit shares and warrants sold to executive officers and directors of the company pursuant to Section 2.24 of NI 45-106, as well as warrant shares issuable pursuant to the exercise of such warrants, the broker warrants and the common shares issuable upon exercise of the broker warrants, are subject to a hold period pursuant to the rules of the exchange expiring June 5, 2026.

The offering remains subject to final approval of the exchange.

About Fredonia Mining Inc.

Fredonia holds gold and silver licence areas totalling approximately 18,300 hectares in the prolific Deseado Massif geological region in the province of Santa Cruz, Argentina, including its flagship advanced El Dorado-Monserrat project (approximately 6,200 hectares), located close to AngloGold Ashanti's 300,000-ounce-per-year Au-Ag (gold-silver) Cerro Vanguardia mine, the El Aguila project (approximately 9,100 hectares) and the Petrificados project (approximately 3,000 hectares).

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