[D] Tectonic Metals Inc. SEC Filing

Rhea-AI Filing Summary

Tectonic Metals Inc. filed a Form D reporting a Regulation D Rule 506(b) equity offering with a first sale on 2025-08-20. The offering raised $9,447,928 (U.S. dollars), which equals the total amount sold and leaves $0 remaining to be sold. The company reports 7 investors participated. Sales commissions of $66,023 were paid and included 69,498 compensation warrants exercisable at $1.23 per common share until February 20, 2027. The issuer is a corporation incorporated in British Columbia, Canada, in existence over five years, with principal offices at 1199 West Hastings Street, Suite 1400, Vancouver BC V6E 3T5. Brokers listed include Canaccord Genuity LLC and Research Capital USA Inc.. The filing states $0 of gross proceeds were allocated specifically to named executive officers, directors or promoters (though ordinary salary payments from proceeds are possible).

Positive

• $9,447,928 in total offering proceeds were raised and the offering is fully sold ($0 remaining)
• Offering completed under Rule 506(b), providing a common private placement framework
• Filing discloses brokers involved (Canaccord Genuity LLC and Research Capital USA Inc.) and compensation details

Negative

• Sales compensation included 69,498 warrants exercisable at $1.23, which may dilute existing shareholders if exercised
• Only 7 investors participated, indicating a concentrated investor base
• Filing states proceeds may be used to pay executive salaries in the ordinary course despite reporting $0 paid directly to insiders

Insights

Financial Analyst

TL;DR Completed a $9.45M equity raise under Rule 506(b), with modest cash commissions and compensatory warrants that create dilution.

The company completed a material private equity raise of $9,447,928 using a Rule 506(b) exemption, fully subscribed as of the filing. Sales compensation totaled $66,023 in cash and included 69,498 warrants exercisable at $1.23 through February 20, 2027, which represent potential dilution if exercised. The filing indicates no direct payments to named insiders from offering proceeds, while noting proceeds may be used in the ordinary course to pay salaries. Seven investors participated, which signals a concentrated investor base typical of private placements. The transaction is completed and not tied to a business combination.

Corporate Governance Expert

TL;DR Offering appears procedurally standard; disclosure notes broker involvement and potential ordinary-course salary use of proceeds.

The Form D identifies executive officers and directors by name and lists broker-dealers involved in the placement. The issuer certified no direct allocation of offering proceeds to named insiders, which is disclosed as $0 for direct payments; however, the filing explicitly states proceeds may be used to pay salaries in the ordinary course, a routine disclosure that warrants monitoring through subsequent filings. The completed offering and listed compensation warrants are disclosed, satisfying material itemization requirements for this notice.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001783432

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Tectonic Metals Inc.

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Tectonic Metals Inc.
Street Address 1		Street Address 2
1199 WEST HASTINGS STREET		SUITE 1400
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
VANCOUVER	BRITISH COLUMBIA, CANADA	V6E 3T5	888-685-8558

3. Related Persons

Last Name	First Name	Middle Name
Reda	Antonio
Street Address 1	Street Address 2
1199 West Hastings Street	Suite 1400
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6E 3T5

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Rippin Armstrong	Allison
Street Address 1	Street Address 2
1199 West Hastings Street	Suite 1400
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6E 3T5

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Foeste	Oliver
Street Address 1	Street Address 2
1199 West Hastings Street	Suite 1400
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6E 3T5

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Armstrong	John
Street Address 1	Street Address 2
1199 West Hastings Street	Suite 1400
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6E 3T5

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Roper	Michael
Street Address 1	Street Address 2
1199 West Hastings Street	Suite 1400
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6E 3T5

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Perkins	Joseph	J.
Street Address 1	Street Address 2
1199 West Hastings Street	Suite 1400
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6E 3T5

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-20				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Canaccord Genuity LLC	1020
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Research Capital USA Inc.	39670
Street Address 1	Street Address 2
ONE PENNSYLVANIA PLAZA	SUITE 2900
City	State/Province/Country	ZIP/Postal Code
NEW YORK	NEW YORK	10119
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
ALASKA COLORADO FLORIDA NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$9,447,928	USD	or Indefinite
Total Amount Sold	$9,447,928	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

U.S. dollar amounts are based on the Bank of Canada average rate of exchange reported on August 20, 2025, which was CDN$1.3866 =US$1.00.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

7

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$66,023	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

The commission paid also included 69,498 compensation warrants to purchase common shares of the Company at a price of $1.23 per common share until February 20, 2027.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

In the ordinary course of business, the issuer may use some of the proceeds of the offering to pay salaries to certain of its executive officers and directors.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Tectonic Metals Inc.	/s/ Antonio Reda	Antonio Reda	President, CEO & Director	2025-09-15

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did Tectonic Metals Inc. (TETOF) raise in the offering?

The offering raised $9,447,928 USD, which is the total amount sold with $0 remaining to be sold.

Under which exemption was the Tectonic Metals Form D filed?

The company claimed an exemption under Rule 506(b) of Regulation D.

How many investors participated in the Tectonic Metals offering?

7 investors participated in the offering according to the filing.

Were any sales commissions or finder’s fees paid in the offering?

Yes. Cash sales commissions of $66,023 were reported and the commission arrangement included 69,498 compensation warrants exercisable at $1.23 until February 20, 2027.

Did Tectonic Metals pay any offering proceeds directly to insiders?

The filing reports $0 of gross proceeds used for payments to named executive officers, directors, or promoters, while noting proceeds may be used to pay salaries in the ordinary course.

When was the first sale in this offering?

The filing reports the date of first sale as 2025-08-20.