VANCOUVER, British Columbia, February 24, 2025 - TheNewswire – On October 16, 2024, as part of a non-brokered private placement (the “Private Placement”) of Fitzroy Minerals Inc. (the “Issuer”), Mr. Kim Ray Shrum (the “Acquiror”) acquired 5,000,000 units of the Issuer (“Units”) at a price of Cdn $0.15 per Unit for a total subscription price of Cdn $750,000. Each unit consists of one common share (a “Share”) in the capital of the Issuer and one-half of one common share purchase warrant (a “Warrant”), with each Warrant entitling the holder thereof to acquire one additional Share at a price of $0.25 per Share until October 16, 2026.
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 the Acquiror’s ownership over the Shares of the Company constitutes 10% or more of the issued and outstanding Shares on a partially-diluted basis following the completion of the Private Placement.
Immediately prior to the Private Placement, the Acquiror beneficially owned, or had control and direction over, 5,100,676 Shares, and 1,369,500 Warrants exercisable for 1,369,500 Shares, representing approximately 4.97% of the outstanding Shares on an undiluted basis and 6.22% of the outstanding Shares on a partially-diluted basis, assuming the exercise of the Warrants held by the Acquiror, and based upon 102,689,135 Shares outstanding prior to the Private Placement.
Immediately after the Private Placement, the Acquiror beneficially owned, or had control and direction over, 10,100,676 Shares, and 3,869,500 Warrants exercisable for 3,869,500 Shares, representing approximately 8.65% of the outstanding Shares on an undiluted basis and 11.57% of the outstanding Shares on a partially-diluted basis, assuming the exercise of the Warrants held by the Acquiror, and based upon 116,834,027 Shares outstanding upon completion of the Private Placement.
Since the closing of the Private Placement, the Acquiror has acquired 62,500 Shares via on-market transactions on the facilities of the TSXV, and currently beneficially owns, or has control and direction over, 10,163,176 Shares and 3,869,500 Warrants exercisable for 3,869,500 Shares, representing 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 issued and outstanding at the time of this news release.
A copy of the early warning report filed by the Acquiror in connection with 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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