Oreterra Metals closes $9.68-million private placement

Executive Summary

• Oreterra Metals Corp. announced the closing of the second and final tranche of its oversubscribed and upsized non-brokered private placement, bringing total gross proceeds to $9.7 million.
• The final tranche consisted of 154,444 hard-dollar units and 660,000 flow-through units, raising an additional $399,500 on top of the initial $9.3 million raised.
• The company also disclosed a reduction in beneficial ownership for shareholder Anastasios Drivas below the 10% threshold and the adoption of a new 2025 stock option plan.

Key Details

• Total Gross Proceeds: $9.7 million (combined with the first closing of $9.3 million).
• Final Tranche Composition:
  • Hard-Dollar Units (HD Units): 154,444 units issued at $0.45 per unit for gross proceeds of $69,500.
  • Flow-Through Units (FT Units): 660,000 units issued at $0.50 per unit for gross proceeds of $330,000.
• Offering Structure:
  • The offering was upsized to $9,684,000.
  • Total HD Units issued: $5.5 million worth (at $0.45/unit).
  • Total FT Units issued: $4,184,000 worth (at $0.50/unit).
• Warrant Terms:
  • Each HD unit includes one common share purchase warrant exercisable at $0.60 per share for three years.
  • Each FT unit includes one common share purchase warrant exercisable at $0.60 per share for three years.
• Finder’s Fees and Advisers:
  • Cash commission paid to one eligible finder: $6,900.
  • Broker warrants issued: 13,800 warrants exercisable at $0.60 per share for three years.
  • Canaccord Genuity Corp. acted as financial adviser, receiving 62,777 HD units as compensation for a $28,250 advisory fee (inclusive of HST).
• Use of Proceeds:
  • FT share proceeds will be used to incur eligible resource exploration expenses qualifying as Canadian exploration expenses and flow-through critical mineral mining expenditures.
  • Expenditures of not less than the FT proceeds will be incurred by Dec 31, 2027, and renounced to purchasers by Dec 31, 2026.
  • Net proceeds from HD units will be used for exploration at the Trek property and general working capital.
• Hold Period: All securities issued are subject to a hold period expiring on July 5, 2026.
• Shareholder Ownership Update (Anastasios Drivas):
  • Direct and indirect interest reduced to approximately 7.54% on a non-diluted basis and 8.72% on a partially diluted basis.
  • Drivas is no longer required to file an early warning report under National Instrument 62-103.
  • Drivas acquired 690,000 FT units in this offering; 833,333 warrants and 800,000 stock options held by Drivas expired.
• Corporate Governance:
  • Shareholders adopted the 2025 Stock Option Plan (SOP) at the annual general meeting on Jan 16, 2026.
  • Key amendments include requirements for disinterested shareholder approval for insider option price decreases/extensions and clarification on option expiry during blackout periods.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.