Nortec Minerals completes $605,000 private placement

Executive Summary

• Nortec Minerals Corp. completed a non-brokered private placement raising gross proceeds of $605,000 through the issuance of non-flow-through and flow-through units.
• The company settled $57,500 in debt with an arm's-length service provider by issuing 1.15 million common shares.
• The company received conditional approval from the TSX Venture Exchange for the acquisition of the Barker Bay gold property and expects to close the transaction in April 2026.

Key Details

• Private Placement Structure:
  • Non-Flow-Through Units: 11.1 million units issued at $0.05 per unit, generating gross proceeds of $555,000.
  • Flow-Through Units (FT): 769,231 FT units issued at $0.065 per unit, generating gross proceeds of $50,000.
  • Unit Composition: Each unit consists of one common share and one common share purchase warrant. FT units include shares issued on a flow-through basis under the Income Tax Act (Canada).
  • Warrant Terms:
    • Term: 36 months, subject to acceleration.
    • Exercise Price: $0.065 per share for the first 18 months; $0.11 per share thereafter.
    • Acceleration Clause: If the volume-weighted average price (VWAP) exceeds or equals $0.10 over 10 consecutive trading days (between 4 months + 1 day post-closing and expiry), the company may accelerate the expiry date, provided notice is given and the new expiry is at least 30 trading days after the notice.
  • Use of Proceeds: Net proceeds from the general offering are for working capital and general corporate purposes; net proceeds from the FT offering are for qualifying exploration activities in Ontario, Canada.
  • Finder’s Fees: Total cash commissions paid were $13,500.
  • Hold Period: All securities are subject to a 4-month-and-1-day hold period.
• Debt Settlement:
  • Amount Settled: $57,500 in aggregate debt.
  • Consideration: Issuance of 1.15 million common shares.
  • Deemed Price: $0.05 per share.
  • Conditions: Closing is subject to customary conditions, including TSX-V approval. The issuance will not create a new control person.
• Barker Bay Gold Property Acquisition:
  • Status: Received conditional approval from the TSX Venture Exchange on December 4, 2025.
  • Closing Expectation: The company expects to close the transaction in April 2026.
  • Background: Acquisition announced via new release on November 5, 2025.