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

Rhea-AI Summary

Tectonic Metals (OTC: TETOF) closed an upsized private placement raising C$92,033,975 through issuance of 42,806,500 common shares at C$2.15 per share, including full exercise of agents' over-allotment.

The Company received C$14,512,500 from largest shareholder Crescat for 6,750,000 shares, paid broker commissions of C$4,271,125.50, and placed a hold period on the new shares until July 4, 2026. Net proceeds will advance the Flat Gold Project in Alaska and for working capital.

Positive

• Proceeds of C$92,033,975 raised
• Issued 42,806,500 common shares at C$2.15
• Crescat invested C$14,512,500 for 6,750,000 shares

Negative

• Commission expense of C$4,271,125.50
• New shares subject to hold until July 4, 2026
• Aggregate share increase of 42,806,500 may dilute existing holders

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC / ACCESS Newswire / March 3, 2026 / Tectonic Metals Inc. ("Tectonic" or the "Company") (TSX-V:TECT) is pleased to announce the successful closing of the Company's previously announced upsized private placement offering (the "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 ("Flat" or the "Flat Project").

"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 (the "Common Shares") at a price of C$2.15 per Common Share. The Offering comprised a brokered offering (the "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 "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 ("Crescat"), 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 ("MI 61-101"). 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 (the "Commission") 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 (the "President's List Sales"); 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(the "TSXV").

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, as amended (the "U.S. Securities Act"), 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.

Qualified Person

Tectonic Metals' disclosure of technical or scientific information in this press release has been reviewed, verified and approved by Peter Kleespies, M.Sc., P.Geo., Vice President of Exploration, who is a Qualified Person in accordance with Canadian regulatory requirements set out in National Instrument 43-101.

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.

Cautionary Note Regarding Forward-Looking Statements

Certain information in this news release constitutes forward-looking information and statements under applicable securities law. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "intend" and similar expressions and include, but are not limited to, statements regarding the Offering, including the intended use of the net proceeds of the Offering and the final approval of the TSXV for the Offering, and the potential for mineralization and planned exploration and drilling activities at Tectonic's projects, including any future exploration activities and the expected benefits or size thereof.

Forward-looking information is not a guarantee of future performance and is based upon a number of estimates, expectations and assumptions of management at the date the statements are made including, among others, expectations and assumptions about the Company securing sufficient financing for its planned exploration and drilling initiatives on acceptable terms or at all, future prices of gold and other metal prices, currency exchange rates and interest rates, favourable operating conditions, political stability, obtaining governmental and other approvals and financing on time, obtaining required licenses and permits, labour stability, stability in market conditions, availability of equipment, accuracy of any mineral resources, successful resolution of disputes and anticipated costs and expenditures. Many assumptions are based on factors and events that are not within the control of Tectonic, and there is no assurance they will prove to be correct.

Although Tectonic considers these beliefs and assumptions to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements necessarily involve known and unknown risks, including, without limitation: Tectonic's ability to operate as a going concern; Tectonic's requirement of significant additional capital; Tectonic's ability to implement its business strategies; risks associated with mineral exploration and production; risks associated with general economic conditions; adverse industry events; marketing and transportation costs; loss of markets; volatility of commodity prices; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; industry and government regulation; changes in legislation, income tax and regulatory matters; competition; currency and interest rate fluctuations; and other risks and uncertainties discussed in public filings made by Tectonic with the applicable Canadian securities regulatory authorities.

Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions, or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Although Tectonic has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Tectonic does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Neither the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Tectonic Metals Inc.

View the original press release on ACCESS Newswire

FAQ

How much did Tectonic (TETOF) raise in the March 3, 2026 private placement?

Tectonic raised C$92,033,975 in the upsized private placement. According to the company, proceeds include full exercise of the agents' over-allotment option and came from both brokered and non-brokered tranches.

How many shares did Tectonic (TETOF) issue and at what price on March 3, 2026?

Tectonic issued 42,806,500 common shares at C$2.15 per share. According to the company, that total comprises 37,340,361 brokered and 5,466,139 non-brokered shares.

What stake and purchase did Crescat make in Tectonic's (TETOF) offering on March 3, 2026?

Crescat purchased 6,750,000 shares for C$14,512,500 under a pre-emptive right. According to the company, Crescat now beneficially owns about 16.45% of issued and outstanding shares.

What fees and commissions did Tectonic (TETOF) incur for the March 3, 2026 financing?

Tectonic paid broker commissions totaling C$4,271,125.50 and finders' fees of C$61,920 plus C$232,200. According to the company, the broker commission is subject to TSXV final approval.

How will Tectonic (TETOF) use the net proceeds from the C$92 million placement?

The net proceeds will advance the Flat Gold Project and support general corporate and working capital needs. According to the company, funds are earmarked to further exploration and project advancement in Alaska.