Fredonia Mining Inc. (TSXV: FRED) 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 at a price of $0.03 per Unit for aggregate gross proceeds to the Company of $1,000,000. The Company did not pay any bonus, finder’s fee, commission, or agency fee in connection with the Offering.

Each Unit consisted of one common share of the Company and one Common Share purchase warrant. Each Warrant entitles the holder thereof 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 of the Offering to fund ongoing exploration, preparing 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 pursuant to National Instrument 45-106 – Prospectus Exemptions and to other exempt purchasers in jurisdictions outside Canada. The securities issued in the Offering will be subject to applicable hold periods in Canada imposed under applicable securities legislation 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 restrictions on transfer until September 27, 2025.

The Offering constituted a “related party transaction” with respect to the Company within the meaning of that term pursuant to Multilateral Instrument 61-101 of the Canadian Securities Administrators – Protection of Minority Security Holders in Special Transactions, as each of Messrs. Estanislao Auriemma, the Chief Executive Officer and a 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 are, in the absence of an exemption therefrom, subject to the requirement to obtain a formal valuation for the subject matter of the related party transaction and minority shareholder approval of the related party transaction (which approval must exclude any votes attached to Common Shares held by the participating related party). The Company relied on the exemptions from the formal valuation and minority approval requirements of MI 61-101 provided for in subsections 5.5(b) (Issuer Not Listed on Specified Markets) and 5.7(1)(b) (Fair Market Value Not More Than $2,500,000) of MI 61-101, respectively.

A material change report with respect to 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 with respect to the Offering and the insider participation therein will be available in the material change report filed on SEDAR+ at www.sedarplus.ca.

About Fredonia

Fredonia indirectly owns a 100% interest in certain license areas (totaling approximately 18,300 ha.) all within the Deseado Massif geological region in the Province of Santa Cruz, Argentina, including the following principal areas: El Aguila (approximately 9,100 ha.), Petrificados (approximately 3,000 ha.), and the flagship, advanced El Dorado-Monserrat property (approximately 6,200 ha.) located close to AngloGold Ashanti’s Cerro Vanguardia mine, subject to a 1.5% net smelter return royalty on the EDM project, and a 0.5% net profits interest on Winki II, El Aguila I, El Aguila II and Hornia (ex Petrificados).