Oreterra Announces Further Over-Subscription and Upsizing of Non-Brokered Private Placement to $9.5 Million

Executive Summary

• Oreterra Metals Corp. announces the upsizing of its non-brokered private placement financing, increasing aggregate gross proceeds to up to $9,500,000 due to significant demand.
• The offering consists of two classes of units: Hard-Dollar Units (HD Units) priced at $0.45 and Flow-Through Units (FT Units) priced at $0.50, with closing scheduled for February 27, 2026.
• Proceeds will be utilized for exploration activities at the Trek property and general working capital, with specific tax implications and renunciations attached to the flow-through shares.

Key Details

• Total Gross Proceeds: Up to $9,500,000.
• Hard-Dollar Units (HD Units):
  • Maximum amount: $5,500,000.
  • Price: $0.45 per unit.
  • Composition: One common share and one common share purchase warrant (HD Warrant).
  • Warrant Terms: Entitles holder to acquire one additional common share at an exercise price of $0.60 per share for three years following closing.
• Flow-Through Units (FT Units):
  • Maximum amount: $4,000,000.
  • Price: $0.50 per unit.
  • Composition: One common flow-through share and one common share purchase warrant (FT Warrant).
  • Warrant Terms: Entitles holder to acquire one additional common share at an exercise price of $0.60 per share for three years following closing.
• Insider Subscription: Insiders may subscribe for up to 5% of the Offering, exempt from MI 61-101 valuation and minority shareholder approval requirements.
• Finder’s Fees: Eligible finders may receive a fee of 6% of proceeds (cash, securities, or combination).
• Use of Proceeds:
  • FT Shares: Gross proceeds used to incur eligible resource exploration expenses qualifying as Canadian exploration expenses and flow-through critical mineral mining expenditures.
  • HD Units: Net proceeds primarily for exploration at the Trek property and general working capital.
• Tax Renunciations: Qualifying expenditures will be incurred (or deemed incurred) on or before December 31, 2027, and renounced to initial purchasers of FT Shares with an effective date no later than December 31, 2026.
• Closing Date: Scheduled for February 27, 2026, subject to regulatory approvals including TSXV.
• Hold Period: Four months and one day from the Closing Date.
• Regulatory Status: Securities not registered under the U.S. Securities Act of 1933; not offered or sold in the United States.

Notable Quotes

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