Tectonic Metals Upsizes Financing to $80 Million
TECTONIC METALS UPSIZES FINANCING TO
$80 MILLION
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
VANCOUVER, B.C., February 11, 2026 – Tectonic Metals Inc. (“Tectonic” or the
“Company”) (TSX-V: TECT; OTCQB: TETOF), is pleased to announce that due to strong
investor demand, the Company has upsized its previously announced brokered “best efforts”
private placement (the “Offering”). The upsized Offering will consist of up to an aggregate of
37,210,000 common shares in the capital of the Company (the “Common Shares”), at a price
of $C2.15 per Common Share for aggregate gross proceeds of C$80 million.
The Offering is being led by 3L Capital Inc., on behalf of itself, and BMO Capital Markets and
SCP Resource Finance LP as co-lead agents and joint bookrunners (the “Lead Agents”) on
behalf of a syndicate of agents (together with the Lead Agents, the “Agents”).
The Company has granted the Agents an option to increase the size of the Offering by up to
an additional 15% of the Common Shares sold under the Offering, exercisable in whole or in
part, at any time and from time to time up to 48 hours prior to the closing of the Offering (the
“Agents’ Option”).
The Common Shares issuable under the Offering will be offered on a private placement basis
to: (i) accredited investors (as defined in National Instrument 45-106 – Prospectus Exemptions)
in all provinces and territories of Canada; (ii) investors in the United States pursuant to available
exemptions from the registration requirements of the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”); and (iii) investors in certain offshore jurisdictions (outside
Canada and the United States) on a basis which does not require the qualification or
registration of the Common Shares offered in such jurisdictions.
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.
The Common Shares will be subject to a statutory hold period of four months and one day
from the date of issuance thereof in accordance with applicable Canadian securities laws. The
Offering is expected to close on or about February 24, 2026, or such other date or dates as
determined by the Company and the Agents (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”).
In consideration for their services, the Company has agreed to pay the Agents a cash
commission (the “Cash Fee”) equal to 6.0% of the gross proceeds from the Offering (including
any exercise of the Agents’ Option) provided that the Cash Fee shall be reduced to 2.0% on
certain president’s list purchases.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of
the securities in the United States. The securities have not been and will not be registered
under the U.S. Securities Act, or any U.S. state securities laws and may not be offered or sold
in the United States unless registered under the U.S. Securities Act and applicable U.S. state
securities laws or an exemption from such registration is available.”
About Tectonic Metals Inc.
To learn more about Tectonic Metals please visit our website or to subscribe to our email list,
click here: https://www.tectonicmetals.com/about/subscribe.
View our 2026 Corporate Presentation Here.
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.
Tour The Flat Gold Project.
Qualified Person
Tectonic Metals’ disclosure of technical or scientific information in this press release has been
reviewed, verified and approved by Peter Kleespies, M.Sc., P.Geo., Vice President of
Exploration, who is a Qualified Person in accordance with Canadian regulatory requirements
set out in National Instrument 43-101.
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 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, statements regarding the Offering, including the expected Closing Date;
the intended use of the net proceeds of the Offering; the exercise of the Agents’ Option; the potential for
mineralization and planned exploration and drilling activities at Tectonic’s projects, including any future
exploration activities and the expected benefits or size thereof; and the receipt of any regulatory
approvals, including the final approval of the TSXV for the Offering.
Forward-looking information is not a guarantee of future performance and is based upon a number of
estimates, expectations and assumptions of management at the date the statements are made including,
among others, expectations and assumptions about the Company securing sufficient financing for its
planned exploration and drilling initiatives on acceptable terms or at all, future prices of gold and other
metal prices, currency exchange rates and interest rates, favourable operating c onditions, 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 consummate the Offering on the terms described herein or at all; Tectonic’s ability to operate
as a going concern; Tectonic’s requirement of significant additional capital ; Tectonic’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 and uncertainties discussed in public filings made
by Tectonic with the applicable Canadian securities regulatory authorities.
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 TSXV nor its Regulation Service Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this release.