Crescat Capital Seizes Opportunity with $2 Million Investment in Tectonic Metals Ahead of Drills Turning in August at Flat Gold Project Second Tranche of Private Placement Launched
Crescat Capital Seizes Opportunity with $2 Million Investment in
Tectonic Metals Ahead of Drills Turning in August at Flat Gold
Project
Second Tranche of Private Placement Launched
VANCOUVER, BC / ACCESSWIRE / July 13, 2023 / TectonicMetals Inc. (TSXV:TECT)
("Tectonic" or the "Company") today launched the second tranche of the financing previously
announced on May 9, 2023, with Crescat Capital ("Crescat") committing to an additional
investment of up to $2,000,000 ahead of Tectonic's 2023 Flat Drill Program also announced
today. Unless otherwise noted, all amounts are expressed in Canadian dollars.
"We are making a strong, unwavering commitment to Tectonic and their inaugural drill program
at the Flat Gold Project, an exciting opportunity that we believe could be the next tier 1
opportunity in Alaska," stated Kevin Smith, the visionary Founder and Chief Investment Officer
of Crescat Capital. "In addition to the 55 past drilling results that have already uncovered gold
mineralization at Chicken Mountain, we are thrilled by the exceptional metallurgical results and
surface mineralization. These findings strongly indicate the potential for an open-pit heap-leach
opportunity, which is highly sought after by major mining companies. Our dedication to this
project is unwavering as we strive to unlock its full potential and seize the incredible prospects it
holds for Tectonic shareholders."
Tectonic is pleased to announce that it has entered into an agreement with Canaccord Genuity
Corp. (the "Lead Agent"), alongside 3L Capital Inc. (collectively with the Lead Agent, the
"Agents") on a ‘commercially reasonable efforts' agency basis in connection with the second
tranche (the "Second Tranche") by way of a private placement of units (the "Units") of the
Company at a price of $0.11 per Unit (the "Offering Price") for total gross proceeds to the
Company from all tranches of up to $6,000,000 (the "Offering"). The first tranche of the
Offering closed on June 26, 2023, for aggregate gross proceeds of $3,346,785 of which Crescat
contributed $658,667 pursuant to a pre-emptive right granted by the Company.
Crescat will also be participating in the Second Tranche. Crescat is Tectonic's largest shareholder
and currently owns approximately 19.3% of the issued and outstanding common shares of
Tectonic. To enable Crescat to increase their shareholdings of the Company above 19.99% (to
accommodate up to an additional $2,000,000 investment) the Company will propose a
shareholder resolution in the upcoming 2023 annual general meeting materials for Crescat to
become a control person (as defined under securities law and the TSX Venture Exchange
("TSXV") policies), subject to TSXV approval. The issuance of any Units to Crescat that results
in Crescat holding more than 19.99% of the Company's issued and outstanding common shares
will be subject to disinterested shareholder approval pursuant to section 1.12 of TSXV Corporate
Finance Policy 4.1.
The Offering
Each Unit will consist of one common share in the capital of the Company (a "Common Share")
and one-half of one Common Share purchase warrant (each whole Common Share purchase
warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common
Share of the Company (a "Warrant Share") for a period of 24 months following the closing
date of each tranche of the Offering at an exercise price of $0.15.
The Units to be issued under the Offering will be offered to purchasers pursuant to: (i) the listed
issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus
Exemptions ("NI 45-106") for gross proceeds of up to $5,000,000 (the "LIFE Units"), in all the
provinces of Canada, except Québec, and (ii) the accredited investor exemption under NI 45-106
for the balance of the Offering (the "Hold Units"). 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.
Purchasers under the Offering will receive a fixed ratio of LIFE Units to Hold Units, being 5:1.
Each subscriber must purchase one Hold Unit for every five LIFE Units purchased.
The Agents will also be entitled to offer the Units for sale in the United States pursuant to
available exemptions from the registration requirements of the United States Securities Act of
1933, as amended (the "1933 Act"), and in those other jurisdictions outside of Canada and the
United States provided it is understood that no prospectus filing or comparable obligation arises
in such other jurisdiction.
The net proceeds of the Offering will be used to advance the Company's Flat Gold Project and
for general corporate and working capital purposes.
There is an offering document relating to the Offering that can be accessed under the Company's
profile at www.sedar.com and on the Company's website at www.tectonicmetals.com.
Prospective investors should read this offering document before making an investment decision.
In relation to closing of the first tranche of the Offering, in addition to the finder's fees disclosed
in the press release dated June 26, 2023, the Company wishes to clarify that Mr. Gerhard Merkel
was paid a finder's fee in the form of a $33,000 cash commission and non-transferable finder's
warrants of the Company to acquire 300,000 Common Shares at an exercise price of $0.11,
exercisable for 24 months following the closing of the first tranche.
The Company has received consent from the TSXV to extend the closing of the Offering until
August 11, 2023 (the "Closing Date") and completion of the Second Tranche / Offering is
subject to certain conditions including, but not limited to, the receipt of all necessary approvals
including the approval of 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 therefore 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 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 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, as amended, and applicable state securities
laws.
About Tectonic Metals Inc. ("Tectonic" or the "Company")
Tectonic brings a highly disciplined capital allocation and development process to mineral
exploration. By consistently limiting their focus to tier 1 opportunities that fit their formula for
mine economics, and de-risking projects upfront, the team has established a tremendous track
record of success. Members of the Tectonic team have been directly involved in identifying and
monetizing several significant gold discoveries throughout N. America that have created a
tremendous amount of value for shareholders and stakeholders.
Tectonic is currently assessing the Flat Gold Project in partnership with Doyon Limited, one of
Alaska's largest native regional corporations and a significant Tectonic investor. Flat is home to
Chicken Mountain, which is credited as the source of 1.4 million ounces of historic placer gold
production. Tectonic is currently evaluating this target, which features a four-kilometer gold-in-
soil anomaly and 55 historic drill holes, all of which hit and 25 of which ended in gold
mineralization. Preliminary metallurgical analysis to date has demonstrated rapid leach kinetics
and gold recoveries averaging 95%. This, combined with gold intersections at or near surface,
suggest Chicken Mountain could represent an open pit, heap leach opportunity. Chicken
Mountain is part of a larger geophysical anomaly that appears to represent an 11-kilometer-long
intrusion related gold system that incorporates the additional targets of Golden Apex and
Chicken Mountain East.
To learn more about Tectonic, please click here.
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 Tom McMillan, Investor Relations, at toll-free
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 limitedto, the closing date of the
Second Tranche of the Offering, the potential for mineralization at Tectonic's projects, any
future exploration activities and the size; the receipt of any regulatory approvals, including the
final approval of the TSXV V; the passing of the shareholders' resolution to permit Crescat to
become a control person.
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 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: 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 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 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.
SOURCE: Tectonic Metals Inc.