Nortec closes $253,000 first tranche of placement

Executive Summary

• Nortec Minerals Corp. has completed the first tranche of its previously announced non-brokered flow-through private placement, raising gross proceeds of $253,000.
• 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 the first quarter of 2026, pending the satisfaction of conditions precedent including the completion of the private placement.
• The private placement consists of flow-through units issued at 6.5 cents each, with proceeds designated for Canadian exploration expenses on Ontario mineral properties.

Key Details

• Financing Structure:

  • Type: Non-brokered flow-through private placement (Tranche 1).
  • Gross Proceeds: $253,000.
  • Units Issued: 3,892,306 units.
  • Price per Unit: 6.5 cents per flow-through (FT) unit.
  • Unit Composition: Each unit consists of one common share (issued as a flow-through share under Subsection 66(15) of the Income Tax Act (Canada)) and one common share purchase warrant.
  • Use of Proceeds: An amount equal to the gross proceeds from the issuance of FT shares will be used to incur Canadian exploration expenses (renounceable as flow-through mining expenditures) with an effective date not later than Dec. 31, 2025. Remaining proceeds are for exploration activities on Ontario mineral properties.
  • Fees: No finders' fees are payable.
  • Regulatory Status: Subject to TSX Venture acceptance.

• Warrant Terms:

  • Term: 36 months, subject to acceleration.
  • Exercise Price:
    • First 18 months after closing: 6.5 cents per common share.
    • Thereafter: 11 cents per common share.
  • Acceleration Clause: The company may accelerate the expiry date if the volume-weighted average price (VWAP) of common shares on the TSX Venture Exchange (or other primary exchange) exceeds or equals 10 cents over any 10 consecutive trading days between 4 months and 1 day following closing and the warrant expiry.
  • Acceleration Notice: Requires a press release notice, with the accelerated expiry date falling on or after the 30th trading day after the notice dissemination.

• M&A Update (Barker Bay Gold Property):

  • Status: Received conditional approval from the TSX Venture Exchange on Dec. 4, 2025.
  • Conditions: Awaiting satisfaction of conditions precedent, including the completion of the concurrent private placement.
  • Expected Closing: First quarter 2026.

Notable Quotes

• None provided in the text.