Fitzroy Minerals Announces Closing Of First Tranche Of Non-Brokered Private Placement

Core Viewpoint - Fitzroy Minerals Inc. has successfully closed the first tranche of its non-brokered private placement, raising gross proceeds of $18,930,000 [2][4]. Group 1: Private Placement Details - The first tranche raised $18,930,000 through the issuance of Units and LIFE Shares, with the LIFE Shares not subject to a hold period under Canadian securities laws [2][3]. - The Company expects to meet the minimum offering amount of $4,000,000 upon closing the second tranche of the Private Placement [2]. - The Units consist of one common share and one-half of one common share purchase warrant, with each warrant exercisable at $0.80 for two years [6]. Group 2: Use of Proceeds - The net proceeds from the Private Placement will be allocated to exploration activities and property commitments on the Buen Retiro and Caballos projects, advancement of the Polimet project, reorganization of the Taquetren project, general administrative costs, and working capital [4]. Group 3: Finder's Fees and Related Party Transactions - The Company will pay finder's fees totaling $1,039,800 and issue 2,079,598 finder's warrants to arm's length finders [6]. - Ptolemy Capital, a related party, subscribed for 1,000,000 Units for $500,000, which is exempt from formal valuation and minority shareholder approval requirements [7][10]. Group 4: Shareholder Changes - Following the first tranche, Ptolemy Capital's ownership decreased from 25.08% to 21.76% of the issued and outstanding common shares on an undiluted basis [8][10]. - Ptolemy Capital now holds 72,218,047 common shares and 500,000 Warrants, representing 21.88% on a partially-diluted basis [8]. Group 5: Company Overview - Fitzroy Minerals focuses on exploring and developing mineral assets in the Americas, with projects including Buen Retiro, Caballos, Polimet, Taquetren, and Caribou [13].