Tectonic arranges $40-million private placement

Executive Summary

• Tectonic Metals Inc. has entered into an agreement for a brokered best-effort private placement offering of up to approximately 18,605,000 common shares for aggregate gross proceeds of up to $40 million.
• The shares are priced at $2.15 per share, with 3L Capital, BMO Capital Markets, and SCP Resource Finance LP acting as co-lead agents and joint bookrunners.
• Proceeds will be used to advance the Flat gold project, including aggressive drilling across multiple targets and follow-up on high-grade results, as well as for general corporate and working capital purposes.

Key Details

• Offering Size: Up to approximately 18,605,000 common shares.
• Gross Proceeds: Up to approximately $40 million.
• Price Per Share: $2.15.
• Agents/Bookrunners: 3L Capital, BMO Capital Markets, and SCP Resource Finance LP (co-lead agents and joint bookrunners).
• Over-Allotment Option: The 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 (drilling, exploration, derisking), general corporate purposes, and working capital.
• Commission Structure: 6.0% cash commission on gross proceeds (reduced to 2.0% on certain president's list purchases).
• Investor Eligibility: Accredited investors in Canada, US investors under available exemptions, and offshore investors.
• Hold Period: Statutory hold period of four months and one day from issuance.
• Expected Closing: On or about February 24, 2026, subject to conditions including TSX Venture Exchange approval.

Notable Quotes

• "This $40-million financing marks a transformative moment for Tectonic and validates the quality and scale of our Flat gold project. Proceeds from this financing position Tectonic to aggressively advance drilling across multiple intrusion targets, follow up on recently announced high-grade drill results, expand known mineralized zones, and continue systematic exploration and derisking across our 99,000-acre land package." — Tony Reda, President and CEO