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$92,033,975, which includes the full exercise of the agents’ over-allotment option. 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.

“Raising over C$92 million for a pre-resource exploration company is rare and deeply humbling,” said Tony Reda, President and CEO of Tectonic Metals. “This level of support reflects a shared conviction in the potential of the Flat Gold Project and in our team’s ability to execute. We do not take that trust lightly. Every dollar represents belief in our vision and a responsibility we take seriously. We are committed to advancing Flat with discipline, technical excellence, and an unwavering focus on creating meaningful returns for our shareholders.”

Under the Offering, the Company issued an aggregate of 42,806,500 common shares at a price of C$2.15 per Common Share. The Offering comprised a brokered offering, led by 3L Capital Inc., BMO Capital Markets and SCP Resource Finance LP, as co-lead agents and joint bookrunners, on behalf of a syndicate which included Research Capital Corporation, and a non-brokered offering.

The Common Shares issued under the Offering were offered on a private placement basis to: (i) accredited investors (as defined in National Instrument 45-106 – Prospectus Exemptions) in all provinces and territories of Canada and (ii) investors in certain offshore jurisdictions (outside Canada) on a basis which did not require the qualification or registration of the Common Shares offered in such jurisdictions.

A total of 37,340,361 Common Shares were issued under the Brokered Offering and a total of 5,466,139 Common Shares were issued under the Non-Brokered Offering.

Tectonic’s largest shareholder, Crescat Portfolio Management LLC, who currently beneficially owns or controls approximately 16.45% of the issued and outstanding Common Shares of Tectonic, participated in both the Brokered and Non-Brokered Offering for an aggregate of 6,750,000 Common Shares for an aggregate purchase price of C$14,512,500.00, pursuant to a pre-emptive right granted to them by Tectonic. The Offering, including the issuance of the Common 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 Brokered Offering, the Company paid cash commissions in the aggregate amount of C$4,271,125.50 (excluding applicable taxes), representing: (i) 6% of the gross proceeds of the Brokered Offering, other than the gross proceeds raised from certain sales pursuant to a president’s list; and (ii) 2.0% of the gross proceeds raised from President’s List Sales. The Commission is subject to the final approval of the TSX Venture Exchange.

In connection with the Non-Brokered Offering, the Company will pay Sprott Asset Management USA, Inc. a finders’ fee equal to 6.0% of the gross proceeds of the Non-Brokered Offering in the aggregate amount of C$61,920, and will pay a European family office a finders’ fee equal to 4.0% of the gross proceeds of the Non-Brokered Offering for offers and sales outside the United States in the aggregate amount of C$232,200.

The Common Shares are subject to a hold period under applicable Canadian securities laws and may not be traded until July 4, 2026 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, and will not be, registered under the United States Securities Act of 1933, or under any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable U.S. state securities laws, or in compliance with an available exemption therefrom.

About Tectonic Metals Inc.

To learn more about Tectonic Metals please visit our website or to subscribe to our email list, click here: www.tectonicmetals.com/about/subscribe.

View our 2026 Corporate Presentation Here.

Tectonic invites you to take a virtual tour of our Flat Gold Project with both the CEO of Tectonic and one of Alaska’s largest for-profit Native Regional Corporations, Doyon.

Tour The Flat Gold Project.

On behalf of Tectonic Metals Inc.,

Tony Reda
President and Chief Executive Officer

For further information about Tectonic Metals Inc. or this news release, please visit our website at www.tectonicmetals.com or contact Investor Relations, toll-free at 1.888.685.8558 or by email at investorrelations@tectonicmetals.com.