BULLETIN V2025-0934
FITZROY MINERALS INC. ("FTZ")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement and Private Placement-Non-Brokered
BULLETIN DATE: April 1, 2025
TSX Venture Tier 2 Company
Property-Asset or Share Purchase Agreement:
TSX Venture Exchange has accepted for filing documentation with respect to the non-arm's length acquisition of Ptolemy Mining Limited (the "Asset"). The Company will issue 88,000,000 shares at a deemed issue price of $0.20 CAD per share to the vendors in order to complete the acquisition of the Asset. The Asset is a UK registered private company that, through a wholly-owned subsidiary, is the legal and beneficial holder of 2 option agreements that consists of the Manto Negro, Buen Retiro, and Sierra Fritis properties in Chile (the "Properties"). The Manto Negro and Buen Retiro concessions are held under a single option agreement (the "Manto Negro and Buen Retiro Option") and the Sierra Fritis concessions are held under a separate option agreement (the "Sierra Fritis Option"). Upon full exercise of the options, as fully described in the Company's news releases dated October 30, 2024, and March 31, 2025, the Company will own 100% of the Properties, subject to a clawback right under the Manto Negro and Buen Retiro Option.
The Manto Negro and Buen Retiro Option:
- An aggregate of $7,000,000 USD work program to be carried out within 4 years: $2,000,000 USD year 1, and $5,000,000 USD over years 2 through 4, with no consecutive 12-month period seeing less than $1,000,000 USD of expenditures.
- In year 5, the Manto Negro and Buen Retiro option can be exercised with a $4,000,000 USD payment.
- The underlying optionors will retain a 2.0% NSR, of which 1.0% can be repurchased for $5,000,000 USD prior to production.
The Sierra Fritis Option:
- An aggregate $2,600,000 USD work program to be carried out within 4 years: $500,000 USD in year 1, and $2,100,000 USD over years 2 through 4, with no consecutive 12-month period seeing less than $350,000 USD of expenditures.
- An aggregate of $250,000 USD cash to be paid to the underlying optionor on or before year 4, of which $50,000 USD has been already paid.
- In year 5, the Sierra Fritis option can be exercised with a $50,000 USD payment.
- The underlying optionors will retain a 2.0% NSR, of which 1.0% can be repurchased for $5,000,000 USD prior to production.
No finder's fee was paid.
For further details, please refer to the Company's news releases dated October 30, 2024, November 8, 2024, January 30, 2025, February 28, 2025, and March 31, 2025.
Private Placement-Non-Brokered:
Financing Type: Non-Brokered Private Placement
Gross Proceeds: $3,000,000
Offering: 20,000,000 Listed Shares with 9,999,997 warrants
Offering Price: $0.15 CAD per Listed Share
Warrant Exercise Terms: $0.25 per Listed Share for a 3-year period
Commissions in Securities: Shares Warrants
Finders (Aggregate) N/A 837,203
Commission Terms: Each non-transferable warrant is exercisable at $0.25 for a 3-year period
Public Disclosure: Refer to the company's news release(s) dated October 30, 2024, November 28, 2024, and March 31, 2025.
_______________________________________
|
|
