Crescat Capital Leads Tectonic Metals $3 Million Private Placement Including Life Offering to Fund the 2024 Drill Program
CRESCAT CAPITAL LEADS TECTONIC METALS $3 MILLION PRIVATE
PLACEMENT INCLUDING LIFE OFFERING TO FUND THE 2024 DRILL
PROGRAM
VANCOUVER, B.C., July 15, 2024 – Tectonic Metals Inc. (“Tectonic” or the “Company”) (TSX-
V: TECT; OTCQB: TETOF) today announced a C$3,000,000 non-brokered private placement of
units (“the Offering”) lead by strategic shareholder, Crescat Capital (“Crescat”) . Up to
C$2,500,000 of the Offering is structured to take advantage of the Listed Issuer Financing
Exemption (“LIFE”) whereby common shares issued pursuant to the exemption will be freely
tradeable listed equity securities not subject to any hold period (see below).
Kevin Smith, CEO & Chief Investment Officer of Crescat Capital , Tectonic’s largest
shareholder, commented,
“Tectonic is one of our top ten holdings in the Crescat portfolio. Our support for Tectonic and their
Flat Project is underscored by us doubling our ownership level to 22.3% in the company last year.
We are happy to be deploying more capital in advance of the second year of drilling as Flat truly
represents a rare opportunity offering a tremendous amount of scale in a quality jurisdiction.”
Dr. Quinton Hennigh, Technical Director of Crescat Capital, commented,
“Recent metallurgical test results indicate gold mineralization appears to be free-milling and
readily amenable to low-cost heap leach processing. Such a large, metallurgically friendly deposit
is highly desirable to an industry in need of such discoveries. The current exploration season
marks only the second year that Tectonic has drilled their Flat Project. We are very keen to see
the Company drill test the multiple new kilometer-scale targets Tectonic has recently delineated.
We believe the Company's exploration progress at their Flat Gold Project has the potential to
demonstrate the presence of a tier-one gold asset.”
Tony Reda, President & CEO of Tectonic, commented,
“With only one year of drilling under our belt, we are literally just getting started in truly exposing
what we believe to be the next tier one gold opportunity at the Flat Gold Project . We currently
have 1.8 kms of drilled mineralized strike at Chicken Mountain alone, which is one of six district-
scale intrusion targets at the Flat. To date, every hole drilled at Chicken Mountain for a total of
74 holes intersected gold mineralization and roughly half of the se drill holes ended in
mineralization even as deep as 300 m vertical. Although this already demonstrates multi-million-
ounce potential, we are not satisfied and now going after newly identified kilometer-long drill
targets. These new targets boast not one piece of evidence, but rather multiple layers of
geological evidence stacked on top of one another, such as gold-in-soil anomalies coincident with
geophysical anomalies, structural corridors, lineaments, placer gold drainages and proven gold
in nearby historical drilling and trenching. The compelling evidence points to one thing: it's time
to drill here.”
Reda continues,
“We are grateful to Crescat and all our shareholders for their unwavering support. We welcome
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all shareholders and Crescat supporters to contact us directly at [email protected] if they
are interested in participating in our financing. To that point, e xisting shareholders and Crescat
supporters will have priority access, and we are committed to accommodating them to the best of
our ability. Your belief in us is greatly appreciated.”
2024 Value Creation Strategy Webcast
Tony Reda, CEO and President of Tectonic Metals is featured in a pre-recorded webcast to
discuss Crescat Capital’s expanded investment in Tectonic Metals and the upcoming 2024 drill
program and value creation strategy for the Flat Gold Project – Alaska’s Next Tier 1 Gold Mining
Opportunity.
To access the webcast, please visit us on social media at:
X: https://x.com/TectonicMetals
LinkedIn: https://www.linkedin.com/company/tectonic-metals
YouTube: https://www.youtube.com/@TectonicMetalsInc
The Offering
The Company is conducting a non -brokered private plac ement of up to 50,000,000 Units (the
“Units”) at a price of C$0.0 6 per unit for aggregate gross proceeds of up to C$ 3,000,000 (the
"Offering").
• Up to 41,666,667 Units for gross proceeds of $2,500,000 (“LIFE Units”) will be issued
pursuant to the listed issuer financing exemption (“LIFE”) under part 5A of National
Instrument 45 -106 – Prospectus Exemptions (“NI -45-106”), and the common shares
issued pursuant to the exemption will be freely tradeable listed equity securities not subject
to any hold period.
• The remaining 8,333,333 Units for gross proceeds of $500,000 (“HOLD Units”) will be
issued pursuant to the “accredited investor” exemption from the prospectus requirements
found in NI 45-106, and in the United States pursuant to exemptions from the registration
requirements in Regulation D of the U.S. Securities Act of 1933, as amended.
Each unit is comprised of one common share of Tectonic and one-half common share purchase
warrant (each whole warrant, a “Warrant”). Each whole Warrant will be exercisable for a common
share at an exercise price of C$0.10 and will expire two years from the closing date of the private
placement. The LIFE Units will not be subject to resale restrictions pursuant to applicable
Canadian securities laws. The Hold Units will be subject to a statutory hold period of four months
in accordance with applicable Canadian securities laws.
The net proceeds of the Offering will be used to advance the Company’s Flat Gold Project (“Flat”)
and for general working capital.
Closing is subject to customary conditions, including the conditional acceptance of the TSX
Venture Exchange (the “TSXV”). All securities issuable as HOLD Units under the Offering will be
subject to a four-month hold period from the date of closing.
There is an offering document relating to the Offering that can be accessed under the Company’s
profile at www.sedar plus.ca and on the Company’s website at www.tectonicmetals.com.
Prospective investors should read this offering document before making an investment decision.
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The Offering is scheduled to close on or about August 15, 202 4 (the “Closing Date”) and
completion of the Offering is subject to certain conditions including, but not limited to, the receipt
of all necessary approvals including the approval of the TSX Venture Exchange (the “TSXV”).
The Offering and issuance of the Units referenced in this press release will involve related parties
(as such term is defined under Multilateral Instrument 61 -101 – Protection of Minority Security
Holders in Special Transactions (“MI 61 -101”)) and therefor e constitutes a related party
transaction under MI 61 -101. This transaction will be 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 the fair market value of the securities to be distributed
and the consideration to be received for the securities under the Offering will not exceed 25% of
the Company's market capitalization.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any
securities in the United States. The securities being offered have not been, nor will they be,
registered under the United States Securities Act of 1933, as amended, or under any state
securities laws in the United States, and such securities may not be offered or sold within the
United States absent registration under U.S. federal and state securities la ws or an applicable
exemption from such U.S. registration requirements.
About Crescat Capital
Crescat is a global macro asset management firm headquartered in Denver, Colorado, which
deploys tactical investment themes based on proprietary value-driven equity and macro models.
Crescat's investment goals are to provide industry-leading absolute and risk-adjusted returns over
complete business cycles with low correlation to common benchmarks, and they apply their
investment process across a mix of asset classes and strategies. Crescat is taking activist stakes
in the precious metals exploration industry today as one of its key macro themes.
About Tectonic Metals
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 project s permitted, over $ 3 billion in M&A
transactions and over $2 billion in capital raising.
Tectonic’s mission statement is “to be the number one mineral exploration company in the world.”
The Company applies a disciplined, up -front de -risking strategy to address the economics,
community benefits, and sustainability of its projects and refers to this as the “ Shift in the
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Game.” The Tectonic team is focused on demonstrating tier -1 mining opportunities, not drill
plays.
Whether at home or at work, the Tectonic team is grounded on the following core values: passion,
integrity, patience, focus, perseverance, honesty, fairness, accountability, respect and a big
mindset. The Company ’s vision is to create transformational wealth for our shareholders by
identifying, discovering and developing world -class gold districts in North America with a
commitment to high standards of environmental stewardship and maximizing social and economic
benefits to the communities in which we live and operate in.
To learn more about Tectonic Metals or to Subscribe to our email list, click here.
Tour the Flat Gold Project
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 , by clicking
here: https://bit.ly/FlatProjectSiteTour
To be a part of “The Shift”, follow us on social media:
X: https://x.com/TectonicMetals
LinkedIn: https://www.linkedin.com/company/tectonic-metals
Instagram: https://www.instagram.com/tectonicmetals/
Facebook: https://www.facebook.com/TectonicMetals/
YouTube: https://www.youtube.com/@TectonicMetalsInc
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 Jesse Manna , Investor Relations, toll -free at
1.888.685.8558 or by email at [email protected].
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, the potential for mineralization
at Tectonic’s projects, any future exploration activities including the planned drilling and
exploration program; the receipt of any regulatory approvals, includ ing the final approval of the
TSXV.
Forward-looking information is not a guarantee of future performance and is based upon a number
of estimates and assumptions of management at the date the statements are made including,
among others, assumptions about 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 condi tions, availability of equipment, accuracy of any mineral
resources, successful resolution of disputes and anticipated costs and expenditures. Many
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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: the Company’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.
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 manag ement 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 TSX Venture Exchange nor its Regulation Service Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.