Oreterra Announces Closing of Final Tranche of $9.7 Million Oversubscribed and Upsized Non-Brokered Private Placement

Executive Summary

• Oreterra Metals Corp. completed the second and final tranche of its oversubscribed, upsized non‑brokered private placement, raising a total of $9.7 million in gross proceeds.
• The offering consisted of 154,444 hard‑dollar (HD) units at $0.45 each and 660,000 flow‑through (FT) units at $0.50 each, with additional earlier closing contributions bringing the total to $9.684 M.
• Proceeds will be used for eligible Canadian exploration expenses on FT shares (primarily at the Trek property) and for general working capital and further exploration activities funded by HD unit proceeds.

Key Details

• Final Closing Amounts – 154,444 HD units × $0.45 = $69,500; 660,000 FT units × $0.50 = $330,000 (gross proceeds of the final closing).
• Total Offering Size – Upsized to $9,684,000, comprising:
• $5,500,000 in HD units ($0.45 per unit)
• $4,184,000 in FT units ($0.50 per unit)
• Unit Composition:
• Each HD Unit = 1 common share + 1 HD warrant (exercise price $0.60, three‑year term).
• Each FT Unit = 1 flow‑through share + 1 FT warrant (exercise price $0.60, three‑year term).
• Commission & Warrants – Paid a cash finder commission of $6,900 and issued 13,800 broker warrants (exercise price $0.60, three‑year term).
• Financial Advisor Compensation – Canaccord Genuity Corp. received 62,777 HD units as compensation for its advisory fee of $28,250 (inclusive of HST).
• Hold Period – All securities issued are subject to a hold period expiring July 5, 2026.
• Use of Proceeds:
• FT Share proceeds will be spent on eligible Canadian exploration expenses qualifying as flow‑through critical mineral mining expenditures, with spending required by Dec 31, 2027 and renunciation to purchasers by Dec 31, 2026.
• HD Unit proceeds will primarily fund exploration activities at the Trek property and provide general working capital.
• Early Warning Disclosure – Following the placement, Tom Drivas’ indirect ownership fell to ~7.54% (non‑diluted) / 8.72% (partially diluted); no further early warning filing required.
• Stock Option Plan Adoption – Shareholders approved the 2025 Stock Option Plan at the Jan 16, 2026 AGM; related amendments were filed with the information circular.

Notable Quotes

(No direct quotes included in the release.)