Tectonic Metals increases financing to $80-million

Executive Summary

• Tectonic Metals Inc. has upsized its brokered best efforts private placement to $80 million due to strong investor demand.
• The offering consists of up to 37.21 million common shares priced at $2.15 per share, led by 3L Capital Inc. with BMO Capital Markets and SCP Resource Finance LP as co-lead agents.
• Net proceeds will be used to advance the company's Flat gold project and for general corporate and working capital purposes.

Key Details

• Gross Proceeds: $80 million (upsized from previous announcement).
• Share Quantity: Up to 37.21 million common shares.
• Price Per Share: $2.15.
• Agents: Led by 3L Capital Inc.; co-lead agents and joint bookrunners are BMO Capital Markets and SCP Resource Finance LP.
• Over-Allotment Option: Agents have an option to increase the offering size by up to 15% of the common shares sold, exercisable up to 48 hours prior to closing.
• Use of Proceeds: Advancing the Flat gold project and general corporate/working capital purposes.
• Commission Structure: 6.0% cash commission on gross proceeds (including option exercise), reduced to 2.0% on certain president's list purchases.
• Statutory Hold: Four months and one day from issuance date.
• Expected Closing Date: On or about February 24, 2026.
• Conditions: Subject to necessary approvals, including TSX Venture Exchange approval.
• Investor Eligibility: Accredited investors in Canada, US investors under Securities Act exemptions, and offshore investors.