Tectonic Metals Closes $3.1 Million Private Placement Financing
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TECTONIC METALS CLOSES $3.1 MILLION PRIVATE PLACEMENT FINANCING
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
VANCOUVER, B.C., November 18, 2022 – Tectonic Metals Inc. (TSX-V: TECT; OTCQB:
TETOF; FSE: T15B) (the "Company" or "Tectonic") is pleased to announce that the Company
has closed its non-brokered private placement financing initially announced on October 27,
2022, with a subsequent announcement on November 15, 2022 regarding the upsize of the
private placement. The Company close d the private placement by issuing 38,761,250 units of
the Company (the “ Units”) at a price of C$0.0 8 per Unit, for aggregate gross proceeds of
C$3,100,900 (the “Offering”).
Tectonic’s President & CEO, Tony Reda, commented , “Despite challenging markets and
macroeconomic headwinds, demand for Tectonic’s financing has been extremely strong as
existing and new shareholders, who share our vision, enabled us to close significantly
oversubscribed. We are humbled by the overwhelming interest in our company and grateful to
all shareholders for their support. We are particularly appreciative of the continued strategic
investments into our company by Crescat Capital, who continues to put their money where their
mouth is, believing in us and sharing our passion and enthusiasm for our projects, and more
specifically, our Flat Gold Project, which will be our core focus next year.”
The Offering
Each Unit is composed of one common share in the capital of Tectonic (a “Common Share”) and
one common share purchase warrant of the Company (a “Warrant”). Each Warrant is exercisable
into one Common Share at an exercise price of C$0.12 per Common Share and expire two years
from the closing date of the Offering.
In connection with the Offering and in accordance with the policies of the TSXV , the Company
paid Haywood Securities Inc. and Gerhard Merkel cash finders’ fees totalling C$48,330 and
issued to the finders 604,125 non-transferable common share purchase w arrants (each, a
“Finder’s Warrant ”). Each Finder’s Warrant is exercisable into one Common Share at an
exercise price of C$0.12 per Common Share and expires November 17, 2024.
The net proceeds of the Offering will be used to advance the Company’s Flat Gold Project and
for general working capital.
All securities issued under the Offering are subject to a four -month and one day hold period.
Securities issued to US investors under the Offering are subject to a six-month hold period. The
Offering is subject to certain conditions, including, but not limited to, the receipt 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
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Holders in Special Transactions (“MI 61 -101”)) and therefore constitutes a r elated 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 under the Offering does not exceed 25%
of the Company's marke t capitalization. The related party participating in the Offering is
subscribing for 4,750,000 Units for aggregate proceeds of C$380,000.
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 th e 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 Sta tes, and such securities may not be offered or sold within the
United States absent registration under U.S. federal and state securities laws or an applicable
exemption from such U.S. registration requirements.
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 Goldcor p 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 share holders 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].
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Cautionary Note Regarding Forward-Looking Statements and Historical Information
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, statements with
respect to: the planned exploration programs; intended use of proceeds from the Offeri ng; t he potential for
mineralization at Tectonic’s projects, any future exploration activities and the size; the acceleration and exercise of the
Warrants or the Finders’ Warrants, in accordance with their terms; the receipt of any regulatory approvals, in cluding
the final approval of the TSXV; the payment of cash finders’ fees and issuance of Finder’s Warrants; 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 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 cond itions, 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 a nd 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 state ments.
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.