Fredonia Mining Inc. announces the closing of a $1,000,000 non-brokered private placement

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

Each Unit consisted of one ordinary share of the Company (“Joint participation” and collectively “Joint actions“) and one Common Share purchase warrant (each whole warrant, “Warrant” and collectively “Guarantees“). Each Warrant entitles the holder thereof to purchase 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 finance ongoing exploration, preparation of a technical report and for general corporate purposes.

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

The Offer constituted a “related party transaction” in respect of the Company as that term is defined under Multilateral Instrument 61-101 of the Canadian Securities Administrators – Protection of minority security holders in special transactions (“MI 61-101”) because each of Messrs. Estanislao Auriemma, CEO and director of the Company, and Ricardo Auriemma and Waldo Perez, directors of the Company, participated in the Offering on the same commercial terms as arm’s length investors.

MI 61-101 provides that related party transactions, absent an exception thereto, are subject to the requirement to obtain a formal valuation of the subject matter of the related party transaction and the consent of the minority shareholder to the related party transaction (which consent must exclude any voting rights of the Common Shares held by participating related party). The Company relied on the exemptions from the formal valuation and minority approval requirements of MI 61-101 provided in subsections 5.5(b) (Unlisted Issuer) and 5.7(1)(b) (Fair Market Value Not More Than PLN 2,500,000, respectively dollars) MI 61-101.

A report on material changes in relation to the Offer will be submitted less than 21 days before the closing date as was reasonable and necessary in the circumstances for the Company to pursue available financing opportunities. Additional information regarding the Offering and insider participation will be available in the Material Change Report filed on SEDAR+ at www.sedarplus.ca.

About Fredonia

Fredonia indirectly holds 100% of shares in certain concession areas (in total approximately 18,300 ha) (together “Design“”), all in the geological region of the Deseado Massif in the Santa Cruz Province of Argentina, covering the following main areas: El Aguila (approx. 9,100 ha.), Petrificados (approx. 3,000 ha.) and the flagship, advanced El Dorado-Monserrat Property (approx. 6,200 ha. ) located near AngloGold Ashanti’s Cerro Vanguardia mine, subject to a net smelter royalty of 1.5% on the EDM project and interest on net profits of 0.5% for 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, e-mail: [email protected].

Cautionary Statement Regarding Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws that is based on expectations, estimates, projections and interpretations as of the date of this press release. Information contained in this press release regarding the use of proceeds from the Offering and the prospects of the Project, as well as any other information contained in this press release that is not historical fact, may constitute “forward-looking information.” Any statement that includes a discussion of expectations, expectations, interpretations, beliefs, plans, forecasts, objectives, assumptions, future events or results (often, but not always, using terms such as “expects” or “does not expect” “is expected”, “interpreted”, “management’s opinion”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or a statement that certain actions, events or results “may” or “could”, “would”, “might” or “will” occur or be achieved) are not statements of historical fact and may constitute information forward-looking information and are intended to identify forward-looking information. Forward-looking information is based on reasonable assumptions and estimates made by the Company’s management as of the date the information is made and involves known and unknown risks, uncertainties and other factors that may affect the Company’s actual results, performance or achievements will be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, but are not limited to, the price volatility of the Common Shares, Fredonia’s ability to complete further exploration activities, property interests, results of exploration activities, risks associated with mining activities, global economic climate, metal prices, dilution, environmental risks, changes in the tax and regulatory regime , social and non-governmental activities, as well as the management board’s freedom to use the proceeds. 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 other factors may occur that cause results will not be as expected, estimated or intended, and neither the Company nor any other person is responsible for the accuracy or completeness of any forward-looking information. The Company undertakes no obligation or 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.