Tectonic Metals closes $92.03-million private placement

Executive Summary

• Tectonic Metals Inc. closed an upsized private placement raising aggregate gross proceeds of $92,033,975, including the full exercise of the agents' overallotment option.
• The company issued 42,806,500 common shares at a price of $2.15 per share to institutional investors, including significant participation from largest shareholder Crescat Portfolio Management LLC.
• Net proceeds will be used to advance the Flat gold project in Alaska and for general corporate and working capital purposes.

Key Details

• Gross Proceeds: $92,033,975 (includes full exercise of overallotment option).
• Share Price: $2.15 per common share.
• Total Shares Issued: 42,806,500 common shares.
• Offering Structure:
  • Brokered Offering: 37,340,361 shares.
  • Non-Brokered Offering: 5,466,139 shares.
• Lead Agents/Bookrunners: 3L Capital Inc., BMO Capital Markets, and SCP Resource Finance LP.
• Key Investor Participation:
  • Crescat Portfolio Management LLC (largest shareholder, ~16.45% ownership) purchased 6,750,000 common shares for $14,512,500.00 pursuant to pre-emptive rights.
  • This constitutes a related party transaction exempt from formal valuation and minority shareholder approval requirements under MI 61-101.
• Commissions and Fees:
  • Brokered Commission: $4,271,125.50 (6% of brokered gross proceeds, excluding president's list sales; 2% on president's list sales).
  • Non-Brokered Finders' Fee (Sprott Asset Management USA Inc.): $61,920 (6% of non-brokered gross proceeds).
  • Non-Brokered Finders' Fee (European Family Office): $232,200 (4% of non-brokered gross proceeds for offers outside the US).
• Use of Proceeds: Advancing the Flat project and general corporate/working capital purposes.
• Hold Period: Common shares are subject to a hold period until July 4, 2026, under Canadian securities laws.
• Qualified Person: Peter Kleespies, MSc, PGeo, Vice-President of Exploration, verified technical/scientific information.

Notable Quotes

• "Raising over $92-million for a pre-resource exploration company is rare and deeply humbling... This level of support reflects a shared conviction in the potential of the Flat gold project and in our team's ability to execute." — Tony Reda, President and CEO