Nortec Announces Completion of $253,000 Non-Brokered Flow-Through Private Placement

Executive Summary

• Completed Tranche 1 of a non‑brokered private placement, issuing 3,892,306 flow‑through units at $0.065 per unit for gross proceeds of $253,000.
• The warrants attached to each unit have a 36‑month term with acceleration features tied to the share price.
• Received conditional TSX‑V approval for the proposed acquisition of the Barker Bay Gold Property; closing expected in Q1 2026.

Key Details

• Private Placement – Tranche 1:
• Units issued: 3,892,306 FT Units (each = 1 common share + 1 warrant).
• Price per unit: $0.065 CAD.

• Gross proceeds: $253,000 CAD.

• Warrant Terms:

• Term: 36 months, subject to acceleration.
• Exercise price: C$0.065 for the first 18 months; C$0.11 thereafter.

• Acceleration trigger: If VWAP ≥ $0.10 CAD for 10 consecutive trading days between four months + 1 day after closing and expiry, the company may accelerate expiry (notice required).

• Use of Proceeds:

• All gross proceeds from FT shares will be used to incur Canadian exploration expenses eligible for flow‑through tax treatment, to be renounced by Dec 31 2025.

• Finder’s Fees: None payable.

• Barker Bay Gold Property Acquisition:

• Conditional approval received from TSX Venture Exchange on Dec 4 2025.
• Transaction includes the concurrent private placement described above.

• Expected closing: Q1 2026, subject to satisfaction of remaining conditions precedent.

• Regulatory Notes:

• Private placement is subject to TSX‑V acceptance.
• No offer or solicitation made in the United States; forward‑looking statements included with standard risk disclosures.