Mr. Merlin Marr-Johnson reports

FITZROY MINERALS ANNOUNCES RESUMPTION OF TRADING AND TSXV APPROVAL FOR CABALLOS OPTION AGREEMENT

Trading of Fitzroy Minerals Inc.'s common shares on the TSX Venture Exchange will resume at market open on Thursday, Nov. 21, 2024. Trading of the company's common shares on the TSX-V was halted on Oct. 30, 2024, in accordance with the policies of the TSX-V in connection with the company's announcement that it had entered into a share exchange agreement dated Oct. 30, 2024, with Ptolemy Mining Ltd. and the shareholders of Ptolemy (the vendors), pursuant to which the company will acquire all of the issued and outstanding securities of Ptolemy from the vendors (the acquisition).

Additional details regarding the share exchange agreement, Ptolemy and the acquisition are contained in the company's news release dated Oct. 30, 2024.

Completion of the acquisition is subject to a number of conditions, including but not limited to, TSX-V acceptance and disinterested shareholder approval. The acquisition cannot close until the required disinterested shareholder approval is obtained.

Campbell Smyth, executive chairman of Fitzroy Minerals, commented: "We continue to make progress on the acquisition of Ptolemy. The Buen Retiro project is a transformational asset for Fitzroy Minerals and it is a potentially significant IOCG deposit in a copper-rich district in Chile, the world's leading copper-producing country. There is a real shortage of large open-pittable copper deposits with excellent infrastructure in established mining jurisdictions. Buen Retiro offers Fitzroy Minerals shareholders significant discovery leverage into a copper bull market."

TSX-V approval for Caballos option agreement

The company is also pleased to announce that, further to its news releases dated Nov. 30, 2023, and Feb. 6, 2024, the company has received approval from the TSX-V for the definitive option agreement dated June 26, 2024 (the effective date), between Fitzroy Minerals Caballos SpA (a wholly owned subsidiary of the company) (Subco) and Inversiones y Asesorias Doce SpA (the optionor) in respect of the company's acquisition (via Subco) of the Caballos copper project, located in the Valparaiso region of Chile.

commercial terms

Pursuant to the terms of the option agreement, in order to exercise the option to acquire the Caballos project, Subco must complete the following conditions:

1. Incur exploration expenditures of at least $1-million (U.S.) within 12 months of the effective date (the stage 1 exploration operations);
2. Incur exploration expenditures of at least an additional $4-million (U.S.) within 36 months of the completion of the stage 1 exploration operations (stage 2 exploration operations);
3. Upon completion of the stage 2 exploration operations, make a cash payment of $2-million (U.S.) to the optionor.

Upon the exercise of the option and within six months of Subco reaching a construction decision, Subco will make a resource payment to the optionor on future resources defined within the Caballos project at a rate of $2 (U.S.) per tonne of contained copper equivalent using a 0-per-cent cut-off grade, based on measured, indicated and inferred resources as such terms are defined in a mineral resource estimate compliant with National Instrument 43-101 -- Standards of Disclosure for Mineral Projects at the date of the construction decision.

Upon the exercise of the option, Subco will also grant to the optionor a 3.0-per-cent net smelter returns (NSR) royalty on the Caballos project, with a right for Subco to repurchase half (1.5 per cent) of the NSR royalty for a cash payment of $7.5-million (U.S.).

Finder's fee

In connection with the option agreement, the company entered into a finder's agreement with Marrad Ltd. (a corporation controlled by Merlin Marr-Johnson, the president, chief executive officer and a director of the company), pursuant to which:

1. On the completion of the stage 1 exploration operations, the company will (i) make a cash payment of $65,000 in cash to the finder; and (ii) issue to the finder 241,379 common shares in the capital of the company at a deemed price of 14.5 cents per share, having an aggregate value of $35,000;
2. On the completion of the remaining option conditions, the company will issue to the finder 931,034 common shares in the capital in the company (together with the stage 1 finder shares, the finder shares) at a deemed price of 14.5 cents per share, having an aggregate value of $135,000.

The acquisition of the option and the associated finder's fee to be paid to the finder were negotiated and agreed to by the company prior to Mr. Marr-Johnson's appointment to the company's board of directors and as an officer of the company. As such, at the time of the settlement of the option and finder's fee terms, Mr. Marr-Johnson was not a non-arm's-length party (as defined under the policies of the exchange) to the company. All finder shares issued to the finder will be subject to a hold period expiring four months and one day after the issuance thereof.

About Fitzroy Minerals Inc.

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 Caballos copper and Polimet gold-copper-silver projects located in Valparaiso, Chile, and the Taquetren gold project located in Rio Negro, Argentina, as well as the Cariboo 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.

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