Fredonia Mining Inc. Announces Closing of $1,000,000 Non-Brokered Private Placement

TORONTO, Sept. 27, 2024 (GLOBE NEWSWIRE) — Fredonia Mining Inc. (TSXV: FRED) (the “Business” Or “Fredonia“) is pleased to announce the closing of its previously announced non-brokered private placement, consisting of a total of 33,333,333 units of the Company (each, a “Unit”, and collectively the “Units“), at a price of $0.03 per unit for total gross proceeds accruing to the Company of $1,000,000 (the “Offer“). The Company has not paid any bonus, finder’s fee, commission or agency fee in connection with the Offer.

Each unit consisted of one common share of the Company (each, a “Common stock”, and collectively the “Ordinary shares“) and one common share purchase warrant (each whole warrant, one “Ensure» and collectively the “Warrants“). Each warrant entitles its holder to acquire one common share at a price of $0.06 per common share for a period of three years from the closing date of the offering.

The Company intends to use the net proceeds from the offering to fund ongoing exploration, the preparation of a technical report and for general corporate purposes.

The Units were offered and sold by private placement in Canada to “accredited investors” within the meaning of that term in accordance with National Instrument 45-106 – Prospectus exemptions and to other exempt buyers in jurisdictions outside of Canada. The securities issued in connection with the Offering will be subject to applicable Canadian hold periods imposed under applicable securities laws and stock exchange rules, including a hold period of 4 months and one day from the date of issuance, expiring on January 27, 2024. The securities are also each subject to contractual transfer restrictions until September 27, 2025.

The Offer constituted a “related party transaction” with respect to the Company within the meaning of that term in accordance with Multilateral Instrument 61-101 of the Canadian Securities Administrators – Protection of minority security holders during special transactions (“MI 61-101“), since MM. Estanislao Auriemma, Chief Executive Officer and director of the Company, as well as Ricardo Auriemma and Waldo Perez, directors of the Company, each participated in the Offering on the same commercial terms as arm’s length investors.

Regulation 61-101 provides that related party transactions are, in the absence of an exemption, subject to the obligation to obtain a formal assessment for the purpose of the related party transaction and to approval of the minority shareholders of the related party transaction (which approval must exclude all voting rights attached to the ordinary shares held by the participating related party). The Company has relied on the exemptions from the formal valuation and minority approval requirements of MI 61-101 provided in paragraphs 5.5(b) (Issuer not listed on specified markets) and 5.7(1)(b) ( Fair market value not exceeding $2,500,000) of MI 61-101, respectively.

A material change report regarding the offering will be filed less than 21 days before the closing date, which was reasonable and necessary in the circumstances for the Company to take advantage of available financing opportunities. Additional information regarding the Offering and insider participation therein will be available in the material change report filed on SEDAR+ at www.sedarplus.ca.

About Fredonia

Fredonia indirectly holds a 100% interest in certain licensed areas (totaling approximately 18,300 ha) (collectively, the “Project“), all located in the Deseado Massif geological region in the province of Santa Cruz, Argentina, comprising the following main areas: El Aguila (approximately 9,100 ha), Petrificados (approximately 3,000 ha) and the flagship area, advanced El Dorado. Monserrat property (approximately 6,200 ha) located near AngloGold Ashanti’s Cerro Vanguardia mine, subject to a 1.5% net smelter return royalty on the EDM project and a participation in net profits of 0.5% on Winki II, El Aguila I, El Aguila II and Hornia (formerly Petrificados).

For more information, please visit the Company’s website at www.fredoniamanagement.com or contact: Carlos Espinosa, Chief Financial Officer, Direct: +1-647-401-9292, Email: [email protected] .

Cautionary Statement Regarding Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation that is based on expectations, estimates, projections and interpretations as of the date of this press release. The information contained in this press release regarding the use of the proceeds of the offering and the prospects of the project, as well as any other information contained herein which is not a historical fact, may be “forward-looking information”. Any statement that involves discussions regarding predictions, expectations, interpretations, beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not always, using expressions such as ” expects” or “does not expect”, “is expected”, “interpreted”, “management’s view”, “anticipates” or “does not foresee”, “plans”, “budget” , “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of these words and expressions or indicating that certain actions, events or results “may” or “could”, “would” , “may” or “will” be expected to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. This forward-looking information is based on reasonable assumptions and estimates of the management of the Company, at the time such assumptions and estimates were made, and involves known and unknown risks, uncertainties or other factors that may affect on the Company’s actual results, performance or achievements is materially different from any future results, performance or achievements expressed or implied by such forward-looking information. These factors include, among others, the volatility of the price of the common shares, Fredonia’s ability to carry out other exploration activities, real estate interests, results of exploration activities, risks relating to mining activities, global economic climate, metal prices, dilution, environmental risks, changes in tax and regulatory regime, community and non-governmental actions, and management discretion regarding product use. Although the forward-looking information contained in this press release is based on what management believes, or believed at the time, to be reasonable assumptions, the Company cannot guarantee that actual results will be consistent with such forward-looking information because it There may be other factors that cause results not to be as anticipated, estimated or intended, and neither the Company nor any other person assumes responsibility for the accuracy and completeness of this forward-looking information. The Company undertakes no obligation, and assumes no obligation, to update or revise any forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.