Tectonic Metals Announces Crescat Becoming a Control Person and Closing of Related Tranche

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TECTONIC METALS ANNOUNCES CRESCAT BECOMING A

CONTROL PERSON AND CLOSING OF RELATED TRANCHE

VANCOUVER, B.C., September 28, 2023 – Tectonic Metals Inc. (TECT: TSX-V; TETOF: OTCQB; T15B:

FSE) (“Tectonic” or the “Company”), a junior explorer that applies a disciplined and up- front approach

to addressing the economics, community benefits, and sustainability of its projects, today announced

that Crescat Capital LLC (including its associates and affiliates - together “Crescat”) and the Company

received approval from disinterested shareholders at the Company’s Annual General and Special

Meeting on September 21, 2023, as well as TSXV approval, for Crescat to become a Control Person as

defined by the Securities Act and in the TSXV’s policie s. Concurrent with this approval, the Company

closed a final tranche (the “Final Tranche”) of the previously announced a brokered private placement

(the “Offering”) for gross proceeds of $560,000 from Crescat. Closing of the Final Tranche was subject

to Crescat becoming a Control Person and attaining TSXV approval. Unless otherwise noted, all amounts

are expressed in Canadian dollars.

The $560,000 raised in the Final Tranche consisted of the issuance of 5,090,909 units of the Company

(a “Unit”) at a price of $0.11 per Unit. The Final Tranche was different from the first and second tranches

(see prior press releases for details on those tranches), noting the Final Tranche was unbrokered and

did not include any sh ares issued pursuant to the listed issuer financing exemption (“LIFE”) under Part

5A of NI 45-106. Aggregate gross proceeds of the Offering was $8,229,881 (including the first, second,

and Final Tranche).

Each Unit of the Final Tranche is comprised 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 entitles the holder thereof to purchase one Common

Share (a “Warrant Share ”) for a period of 24 months following the closing date of the Offering at an

exercise price of $0.15. The Units are subject to a statutory hold period of four months in accordance

with applicable Canadian securities laws. Securities issued to US investors under the Offering are subject

to a six-month hold period.

Crescat, Tectonic’s largest shareholder , who together prior to the Final Tranche held approxim ately

19.9% of the issued and outstanding Common Shares of Tectonic, subscribed for the 5,090,909 Units

issued in the Final Tranche for aggregate gross proceeds of $560,000. Pursuant to the closing of t he

Final Tranche Crescat will hold approximately 20.59% of the issued and outstanding Common Shares of

the Company.

The Company did not incur any finder’s fees or commissions , nor any finder’s warrants on the Final

Tranche. For a clarification on the closing of the second tranche of the Offering as previously announced

on August 10, 2023, no finders’ warrants were issued, or cash commission paid to SCP Resource

Finance LP on closing of the second tranche.

The net proceeds of the Offering will be used to advance the Company’s Flat gold project in Alaska (the

“Flat Gold Project”) and for general working capital purposes.

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The Offering is subject to certain conditions, including, but not limited to, the recei pt of all necessary

approvals, including the final approval of the TSXV.

The Offering and issuance of the Units referenced in this press release 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 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 the fair market value

of the securities to be distributed and the consideration to be received for the securities issued to related

parties under the Offering does not exceed 25% of the Company's market capitalization. The related

parties participating in the Final Tranche of the Offering subscribed for 5,090,909 Units for aggregate

gross proceeds of $560,000.

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 appli cable exemption from the registration requirements of

the 1933 Act, as amended, and applicable state securities laws.

To learn more about Tectonic, please click here.

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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 limited to, any future exploration activities and the size, the receipt of any regulatory

approvals, including 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 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 r isks, 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 anticipate d 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.