VANCOUVER, British Columbia, March 31, 2024 - TheNewswire – Between February 27, 2025 and March 21, 2025, Mr. Kim Ray Shrum (the “Acquiror”) acquired a total of 2,330,500 common shares (“Shares”) of the Fitzroy Minerals Inc. (the “Company”) via open-market transactions on the facilities of the TSX Venture Exchange (the “TSXV”) (the “Open Market Acquisitions”). On March 31, the Acquiror also acquired 850,000 units (“Units”) of the Company pursuant to a non-brokered private placement offering (the “Private Placement”) by the Company.

The Acquiror is providing the following disclosure pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues as there has been a 2% change in the Acquiror’s ownership over the Shares since the Acquiror’s last early warning report.

• On February 12, 2025, the Acquiror acquired 725,000 Shares at a purchase price of $0.10395 per Share for total consideration of $75,362.28. This should have been included in the Acquiror’s last early warning report but was not due to clerical error. 

• On February 27, 2025, the Acquiror acquired 150,000 Shares at a purchase price of $0.1866 per Share for total consideration of $27,999.00. 

• On March 4, 2025, the Acquiror acquired 65,000 Shares at a purchase price of $0.185 per Share for total consideration of $12,025.00. 

• On March 5, 2025, the Acquiror acquired 200,000 Shares at a purchase price of $0.1725 per Share for total consideration of $34,500.00. 

• On March 6, 2025, the Acquiror acquired 80,000 Shares at a purchase price of $0.17 per Share for total consideration of $13,600.00. 

• On March 7, 2025, the Acquiror acquired 200,000 Shares at a purchase price of $0.2055 per Share for total consideration of $41,100.00. 

• On March 7, 2025, the Acquiror acquired 100,000 Shares at a purchase price of $0.22 per Share for total consideration of $22,000.00. 

• On March 14, 2025, the Acquiror acquired 91,500 Shares at a purchase price of $0.21516 per Share for total consideration of $19,687.14. 

• On March 17, 2025, the Acquiror acquired 205,000 Shares at a purchase price of $0.2669 per Share for total consideration of $54,714.50. 

• On March 18, 2025, the Acquiror acquired 500 Shares at a purchase price of $0.2669 per Share for total consideration of $133.45. 

• On March 18, 2025, the Acquiror acquired 107,500 Shares at a purchase price of $0.26991 per Share for total consideration of $29,015.33. 

• On March 19, 2025, the Acquiror acquired 178,500 Shares at a purchase price of $0.284426 per Share for total consideration of $50,770.04. 

• On March 20, 2025, the Acquiror acquired 61,500 Shares at a purchase price of $0.291992 per Share for total consideration of $17,957.51. 

• On March 21, 2025, the Acquiror acquired 103,500 Shares at a purchase price of $0.302 per Share for total consideration of $31,257. 

All the above Open Market Acquisitions were made via open-market transactions on the facilities of the TSXV.

On March 31, 2025, the Acquiror also acquired 850,000 Units at a price of $0.15 per Unit pursuant to the Private Placement, for a total subscription price of $127,500. Each Unit consists of one Share and one-half of one common share purchase warrant (a “Warrant”) exercisable to acquire one additional Share at a price of $0.25 for a period of 24 months expiring March 31, 2028. As a result, the Acquiror acquired 825,000 Shares and 425,000 Warrants.

On the date of the Acquiror’s last early warning report, the Acquiror beneficially owned, or had control and direction over, 10,163,176 Shares and 3,869,500 warrants exercisable for 3,869,500 Shares, representing approximately 8.69% of the outstanding Shares on an undiluted basis and 11.61% of the outstanding Shares on a partially-diluted basis, assuming the exercise of the warrants held by the Acquiror, and based upon 116,984,027 Shares outstanding as of the date of the Acquiror’s last early warning report.

Following the Acquisitions and the Private Placement, and the completion of the Company’s acquisition of Ptolemy Mining Limited (the “Ptolemy Acquisition”), the Acquiror beneficially owned, or had control and direction over, 13,343,676 Shares, and 4,294,500 warrants exercisable for 4,294,500 Shares, representing approximately 5.90% of the outstanding Shares on an undiluted basis and 7.65% of the outstanding Shares on a partially-diluted basis, assuming the exercise of the warrants held by the Acquiror, and based upon 226,259,027 Shares outstanding upon completion of the Ptolemy Acquisition and Private Placement.

The Acquiror now holds less than 10% of the issued and outstanding Shares of the Company and, as a result, is no longer required to file early warning reports for so long as his ownership percentage remains below 10% of the issued and outstanding Shares of the Company or as otherwise required by applicable securities laws.

The Shares were acquired by the Acquiror for investment purposes only, and in the future, the Acquiror may acquire additional securities of the Company, dispose of some or all of the existing securities it holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors.

A copy of the early warning report filed by the Acquiror in connection with the Open Market Acquisitions and the Private Placement will be available under the Issuer's profile on the SEDAR+ website. To obtain a copy of the Report, a person may also contact Merlin Marr-Johnson, CEO of the Issuer by telephone at (604) 688-9588.

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