Tectonic Metals Inc. (TSX-V: TECT) is pleased to announce the successful closing of the Company’s previously announced upsized private placement offering, raising aggregate gross proceeds of C$21,207,639. The Offering underscores the support from large, established, and highly respected institutional investors in Tectonic’s strategy and the potential of the Company’s flagship Flat Gold Project in Alaska.

Under the Offering, the Company issued an aggregate of 22,323,831 common shares at a price of C$0.95 per Common Share. The Offering comprised a brokered offering, led by 3L Capital Inc., together with Canaccord Genuity Corp. and Research Capital Corporation, and a non-brokered offering.

Under the Offering, an aggregate of 14,585,105 Common Shares were issued pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing, for gross proceeds of C$13,855,849.75, and an aggregate of 7,738,726 Common Shares were issued pursuant to the accredited investor exemption under NI 45-106 for gross proceeds of $7,351,789.70.

A total of 14,085,105 LIFE Shares and 1,508,000 Hold Shares were issued under the Brokered Offering and a total of 500,000 LIFE Shares and 6,230,726 Hold Shares were issued under the Non-Brokered Offering.

Tectonic’s largest shareholder, Crescat Capital LLC, who currently beneficially owns or controls approximately 20.98% of the issued and outstanding Common Shares of Tectonic, participated in the Non-Brokered Offering for 3,157,895 Hold Shares for an aggregate purchase price of $3,000,000.25, pursuant to a pre-emptive right granted to them by Tectonic. The Offering, including the issuance of the Hold Shares to Crescat, constitutes a related party transaction (as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. This transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed or quoted on any of the stock exchanges or markets listed in subsection 5.5(b) of MI 61-101, and neither the fair market value of the securities distributed nor the consideration received from related parties (as defined under MI 61-101) for the securities issued under the Offering exceed 25% of the Company’s market capitalization.

In connection with the Offering, the Company paid cash commissions and advisory fees in the aggregate amount of $913,711 (excluding applicable taxes) and issued an aggregate of 962,722 compensation warrants, subject to the final approval of the TSX Venture Exchange. Each Compensation Warrant is exercisable to acquire one Common Share  at a price $1.23 until February 20, 2027.

The Hold Shares, Compensation Warrants and any Compensation Warrant Shares issued upon exercise of Compensation Warrants are subject to a hold period and may not be traded until December 21, 2025 except as permitted by applicable securities legislation and the rules and policies of the TSXV.

The net proceeds of the Offering will be used to advance the Flat Project and for general corporate and working capital purposes.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.

About Tectonic Metals Ltd.

Tectonic Metals Inc. is a gold exploration company founded by the same key executives who transformed Kaminak Gold from a $3 million venture into a $520 million success story. These leaders raised $165 million to fund the acquisition, discovery, and advancement of the Coffee Gold Project in the Yukon Territory, including the completion of a bankable feasibility study, before selling the multi-million-ounce gold project to Goldcorp Inc. (now Newmont) for C$520 million in 2016.

Success with the Coffee Gold Project is only one example, as each member of the Tectonic team has a significant track record of success in all facets of exploration and mining, including over 30 Moz of gold discoveries, 18 feasibility studies, 20 projects permitted, over $3 billion in M&A transactions and over $2 billion in capital raising. The Coffee Team is now back with Tectonic Metals, and we believe we’ve found the next Coffee Gold Project, but BIGGER this time with the Flat Gold Project (“Flat”).

Flat is located in Alaska, just 40 km from Novagold’s Donlin Gold Project—the 5th largest undeveloped gold deposit. Spanning 99,800 acres of predominantly Native-owned land belonging to Doyon Limited (Tectonic’s second-largest shareholder and one of Alaska’s largest Native Regional Corporations), Flat hosts a bulk-tonnage, Reduced Intrusion-Related Gold System (RIRGS) comparable to the Fort Knox gold mine.

Recognized as a prime example of the direct relationship between placer gold and bedrock sources, placer gold shed from Flat’s intrusions has contributed to placer gold production. Notably, exploration at Flat has resulted in gold being intersected in all 86 drill holes, covering 3 km of drilled mineralized strike and reaching a vertical depth of 325 m at its primary intrusion target, Chicken Mountain – open in all directions.