Fortune Bay Corp. (TSX-V: FOR) (FWB: 5QN) (OTCQB: FTBYF) is pleased to announce that it has closed its non-brokered private placement, previously announced on April 7, 2025, for aggregate gross proceeds of $3,000,000. The Company issued 9,375,000 units. Each unit was issued at a price of $0.32 per unit, with each unit comprised of one common share and one-half common share purchase warrant. Each whole warrant is exercisable into one common share of the Company at an exercise price of $0.45 per share for the first year from the date of issuance and $0.55 per share for the second year from the date of issuance. Directors, officers and other non-arm’s length parties of the Company subscribed for an aggregate of 1,531,250 units.

The Company intends to use the proceeds of the Offering to fund advancement of the Company’s projects in Canada and Mexico, and for general corporate purposes.

Numus Capital Corp. acted as a finder for a portion the Offering. Finder’s fees of $17,500 were paid in cash and a total of 54,688 non-transferable finder’s warrants were issued (the “Finder’s Warrants”), having an exercise price of $0.45 per share for the first year from the date of issuance and $0.55 per share for the second year from the date of issuance.  Each Finder’s Warrant entitles the finder to purchase one common share at the applicable exercise price for two years from the date of issue.

Numus is a non-arm’s length party to the Company as a director of the Company holds a non-controlling interest in Numus. The engagement of Numus, and the purchase of units by insiders of the Company pursuant to the Offering, constitutes a “related party transaction”, as such terms are defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is relying on an exemption from the formal valuation requirements of MI 61-101 available on the basis of the securities of the Company not being listed on specified markets. The Company is also relying on the exemption from minority shareholder approval requirements under MI 61-101 as the fair market value of the participation in the Offering by the Insiders does not exceed 25% of the market capitalization of the Company.

All securities issued pursuant to the Offering will be subject to a four-month and one day hold period.

About Fortune Bay

Fortune Bay Corp. is an exploration and development company with 100% ownership in two advanced gold projects in Canada, Saskatchewan (Goldfields Project) and Mexico, Chiapas (Ixhuatán Project), both with exploration and development potential. The Company is also advancing seven uranium exploration projects on the northern rim of the Athabasca Basin, Saskatchewan, which have high-grade potential. The Company has a goal of building a mid-tier exploration and development Company through the advancement of its existing projects and the strategic acquisition of new projects to create a pipeline of growth opportunities. The Company’s corporate strategy is driven by a Board and Management team with a proven track record of discovery, project development and value creation.