Mr. Robin Goad reports

FORTUNE MINERALS ANNOUNCES REPAYMENT OF MATURING DEBTS

Fortune Minerals Ltd. has entered into agreements to raise gross proceeds of $10-million and retire debts totalling approximately $11.84-million that were maturing on April 30, 2026. Fortune has entered into a new convertible security financing agreement with Lind Global Fund III, LP, an entity managed by The Lind Partners, pursuant to which the company has agreed to draw down $10-million in exchange for the issuance of a convertible security to Lind to pay the principal for the maturing debts and provide additional working capital.

The proceeds from the convertible security will be used primarily to repay the principal amount of the maturing debts (being $8,258,650.58), with the accrued interest (being $3,584,016.93) to be settled through the issuance of 35,840,170 common shares of Fortune to the holders of the maturing debts. The remaining proceeds of the convertible security will be used to finance the company's share of work programs on its vertically integrated NICO cobalt-gold-bismuth-copper critical minerals project, being primarily financed by U.S. and Canadian government programs to develop a domestic critical minerals supply chain (see news releases dated May 16, 2024, and Dec. 6, 2023).

The convertible security has a 24-month term and a face value of $11.8-million (representing the $10-million funded amount plus an implied 9-per-cent per annum interest charge for the term) and is secured by a lien against the company's mining assets. Lind will be entitled to incrementally convert the face value of the convertible security over the 24-month term, subject to certain limits, at a conversion price equal to 85 per cent of the five-day trailing volume weighted average price (VWAP) of the common shares prior to the date of conversion. Following closing (which occurred yesterday), Fortune will have the right to repurchase the convertible security, subject to Lind's option to convert up to one-third of the face value into common shares prior to such repurchase at a conversion price equal to 85 per cent of the five-day VWAP. Lind will also receive a closing fee of $300,000 (which was offset against the financed amount at closing) and 28,801,843 common share purchase warrants exercisable at an exercise price of 22.568 cents per common share (representing 130 per cent of the five-day VWAP immediately prior to execution of the financing agreement) for 60 months from the date of closing.

Robin Goad, president and chief executive officer of Fortune, commented: "The debts being retired pursuant to these agreements were held by a long-term supportive shareholder who regrettably passed away earlier this year. Lind has emerged as another key financing partner, supporting share liquidity and enabling an orderly conversion of debt into equity as the company advances the NICO project toward a construction decision."

The Toronto Stock Exchange has provided conditional approval in respect of the issuance of the convertible security and the underlying common shares and warrants, and the company is awaiting final TSX approval in respect of the foregoing.

The NICO project is an advanced critical minerals development asset comprising a planned open pit and underground mine and concentrator in Canada's Northwest Territories and a dedicated hydrometallurgical refinery in Alberta, where concentrates from the mine and other feed sources will be processed into value-added products. Development of the NICO project would provide a vertically integrated North American supply of battery-grade cobalt sulphate, bismuth ingots and copper cement, providing a reliable domestic supply chain for three critical minerals, with more than one million ounces of in-situ gold as a highly liquid and countercyclical co-product.

About Fortune Minerals Ltd.

Fortune is a Canadian mining and processing company focused on developing the vertically integrated NICO cobalt-gold-bismuth-copper critical minerals project in Canada.

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