Tectonic Metals Announces C$6,000,000 Private Placement with Strategic Investment by Crescat Capital To Fund The Inaugural 2023 Drilling of Flat Project
Tectonic Metals Announces C$6,000,000
Private Placement with Strategic
Investment by Crescat Capital To Fund
The Inaugural 2023 Drilling of Flat
Project
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
VANCOUVER, B.C., May 9, 2023 – Tectonic Metals Inc. (TSXV: TECT) (“Tectonic” or the “Company”)
is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. (the “ Lead
Agent”), pursuant to which the Lead Agent, on behalf of a syndicate of agents (collectively, the “Agents”)
will act as lead agent for the Company on a ‘best efforts’ agency basis in connection with a private
placement of units (the “Units”) of the Company at a price of C$0. 11 per Unit (the “Offering Price”) for
gross proceeds to the Company of up to C$6,000,000 (the “Offering”). The Offering has been structured
to take advantage of the LIFE exemption whereby common shares issued pursuant to the exemption will
be freely tradeable listed equity securities not subject to any hold period (see below).
Tectonic’s largest shareholder, Cresc at Capital, who currently own s 19.56% of the issued and
outstanding Common Shares of Tectonic, will be participating in the Offering pursuant to a pre -emptive
right granted to them by Tectonic.
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 the Offering at an exercise
price of C$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 C$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 Off ering (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 5 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.
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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.
The Offering is scheduled to close on or about May 30, 2023 (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 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 exempti on from the registration requirements of
the 1933 Act, as amended, and applicable state securities laws.
About Tectonic
Tectonic Metals Inc. is a mineral exploration company created and operated by an experienced and well-
respected technical and financial team with a track record of wealth creation for shareholders. Key
members of the Tectonic team were involved with Kaminak Gold Corporation, the company that raised
C$165 million to fund the acquisition, discovery, and advancement of the Coffee Gold Project in the
Yukon Territory through to 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. Tectonic is focused on
the acquisition, exploration, discovery, and development of mineral resources from district-scale projects
in politically stable jurisdictions that have the potential to host world-class orebodies.
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 play big mindset.
The Company works for its shareholders and is committed to creating value for them.
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 Bill Stormont, 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
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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 s imilar expressions and
include, but are not limited to, statements with respect to: the size of the Offering; the ratio of LIFE Units
to Hold Units; the planned exploration programs; intended use of proceeds from the Offering; the potential
for mineralization at Tectonic’s projects, any future exploration activities and the size; the exercise of the
Warrants; the receipt of any regulatory approvals, including the final approval of the TSXV; the
applicability of MI 61-101 and related exemptions; and future capital requirements.
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 futur e 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 sta bility, 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 a nd
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; chan ges 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 pla ns, 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. Forw ard-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 t hose 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.