Tectonic Raises Over C$92 Million; Completes Upsized Private Placement with Full Over-Allotment Exercised

Executive Summary

• Tectonic Metals Inc. closed an upsized private placement raising C$92,033,975 in gross proceeds, including full exercise of the over‑allotment option.
• The offering consisted of 42,806,500 common shares issued at C$2.15 per share, split between a brokered portion (37,340,361 shares) and a non‑brokered portion (5,466,139 shares).
• Net proceeds will be used to advance the Flat Gold Project in Alaska and for general corporate and working capital purposes.

Key Details

• Total Gross Proceeds: C$92,033,975.
• Share Price: C$2.15 per common share.
• Shares Issued: 42,806,500 common shares total.
• Brokered Offering: 37,340,361 shares; led by 3L Capital Inc., BMO Capital Markets and SCP Resource Finance LP.
• Non‑Brokered Offering: 5,466,139 shares.
• Largest Shareholder Participation: Crescat Portfolio Management LLC purchased 6,750,000 shares for C$14,512,500 under a pre‑emptive right (related party transaction exempt from MI 61‑101 valuation/approval thresholds).
• Commissions & Finders’ Fees:
• Brokered Offering commission: C$4,271,125.50 (6% of gross proceeds, plus 2% on President’s List sales).
• Non‑Brokered Offering finders’ fees: C$61,920 to Sprott Asset Management USA, Inc. (6%) and C$232,200 to a European family office (4%).
• Hold Period: Shares subject to a hold period; not tradable until July 4 2026 except as permitted by securities legislation and TSXV rules.
• Use of Proceeds: Advancement of the Flat Gold Project and general corporate/working capital purposes.

Notable Quotes

“Raising over C$92 million for a pre‑resource exploration company is rare and deeply humbling,” said Tony Reda, President and CEO. “This level of support reflects a shared conviction in the potential of the Flat Gold Project… We are committed to advancing Flat with discipline, technical excellence, and an unwavering focus on creating meaningful returns for our shareholders.”