Oreterra increases private placement to $8-million

Executive Summary

• Oreterra Metals Corp. has announced the upsizing of its previously announced non-brokered private placement from $6 million to $8 million in aggregate gross proceeds due to significant demand.
• The offering consists of two tranches: up to $4 million in hard-dollar (HD) units priced at $0.45 per unit and up to $4 million in flow-through (FT) units priced at $0.50 per unit.
• The company intends to use net proceeds from HD units for exploration at its Trek property and general working capital, while FT share proceeds will be used for eligible resource exploration expenses renounced to investors.

Key Details

• Total Gross Proceeds: Increased to up to $8 million (up from an initial $6 million).
• Hard-Dollar (HD) Units:
  • Quantity: Up to $4 million worth.
  • Price: $0.45 per HD unit.
  • Composition: One common share and one common share purchase 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 (FT) Units:
  • Quantity: Up to $4 million worth.
  • Price: $0.50 per FT unit.
  • Composition: One common flow-through share and one common share purchase 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.
  • Tax Status: Qualifies as flow-through shares under Subsection 66(15) of the Income Tax Act (Canada).
  • Expenditure Renunciation: Qualifying expenditures (Canadian exploration expenses and flow-through critical mineral mining expenditures) will be renounced to initial purchasers with an effective date no later than Dec. 31, 2026.
  • Expenditure Deadline: Qualifying expenditures in an aggregate amount not less than the gross proceeds from FT shares will be incurred (or deemed incurred) on or before Dec. 31, 2027.
• Use of Proceeds:
  • HD Units: Primarily for exploration activities at the Trek property and general working capital.
  • FT Units: To incur eligible resource exploration expenses.
• Insider Participation: Insiders may participate for up to 5% of the offering. This is exempt from valuation and minority shareholder approval requirements of Multilateral Instrument 61-101.
• Finder’s Fees: The company may pay eligible finders a fee of 6% of the proceeds from the sale of HD or FT units, payable in cash, securities, or a combination, subject to TSX Venture Exchange rules.
• Closing Date: Scheduled for on or before Feb. 27, 2026, subject to regulatory approvals including TSX-V.
• Hold Period: All securities issued are subject to a hold period of four months and one day from the closing date.

Notable Quotes

• None provided in the text.