Tectonic Metals Upsizes Financing to up to $19 Million Due to Strong Investor Demand
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TECTONIC METALS UPSIZES FINANCING TO UP TO $19
MILLION DUE TO STRONG INVESTOR DEMAND
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
VANCOUVER, B.C., August 7, 2025 – 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 financing (the “Offering”). The upsized
Offering will consist of up to an aggregate of 20,000,000 common shares of the Company (the
“Common Shares ”), at a price of C$0.95 per Common Share (the “ Offering Price ”), for
aggregate gross proceeds of up to C$19 million.
The Offering comprises a brokered offering (the “Brokered Offering”), being led by 3L Capital
Inc., together with Canaccord Genuity Corp. and Research Capital Corporation (collectively,
the “Agents”) and a non-brokered offering (the “Non-Brokered Offering”)
Tectonic’s largest shareholder, Crescat Capital LLC, who currently beneficially owns or controls
approximately 20.98% 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 Te ctonic.
Crescat Capital LLC has increased their investment to $3,000,000, up from the previously
announced $2,000,000 for Hold Shares (as defined below).
The Company has granted the Agents an option, which will allow the Agents to offer up to an
additional 15% of the number of initial Common Shares offered under the Brokered Offering
at the Offering Price, exercisable in whole or in part at any time until 48 hours prior to the
Closing Date (as defined below).
The Common Shares to be issued under the Offering will be offered to ( i) select purchasers
pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106
– Prospectus Exemptions (“NI 45-106”), as amended by Coordinated Blanket Order 45 -935 –
Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, for gross
proceeds of up to C$ 6,900,000 (the “ LIFE Shares ”), in all the provinces and territories of
Canada, except Québec, and (ii) general purchasers pursuant to the accredited investor
exemption under NI 45 -106 for the balance of the Offering (the “ Hold Shares ”). The LIFE
Shares will not be subject to resale restrictions pursuant to applicable Canadian securities laws.
The Hold Shares will be subject to a statutory hold period of four months and one day from the
date of issuance in accordance with applicable Canadian securities laws.
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The Agents will also be entitled to offer the Common Shares 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 LIFE Shares issuable under the Brokered Offering
that can be accessed under the Company’s profile at www.sedarplus.ca 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 expected to close on or about August 20, 2025, 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”).
The Offering and issuance of the Common Shares 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 neither the fair market value
of the securities to be distributed nor the consideration to be received from such related
parties for the securities issuable under the Offering will 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 re quirements of the 1933 Act, as amended, and applicable
state securities laws.
About Tectonic Metals Ltd.
Tectonic Metals Inc. is a gold exploration company founded by the same key executives who
transformed Kaminak Gold from a $3 million venture into a $520 million success story. These
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leaders raised $165 million to fund the acquisition, discovery, and advancement of the Coffee
Gold Project in the Yukon Territory, including 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.
Success with the Coffee Gold Project is only one example, as each member of the Tectonic
team has a significant track record of success in all facets of exploration and mining, including
over 30 Moz of gold discoveries, 18 feasibility studies, 20 projects permitted, over $3 billion in
M&A transactions and over $2 billion in capital raising. The Coffee Team is now back with
Tectonic Metals, and we believe we’ve found the next Coffee Gold Project, but BIGGER this
time with the Flat Gold Project (“Flat”).
Flat is located in Alaska, just 40 km from Novagold’s Donlin Gold Project —the 5th largest
undeveloped gold deposit. Spanning 99,800 acres of predominantly Native -owned land
belonging to Doyon Limited (Tectonic’s second-largest shareholder and one of Alaska’s largest
Native Regional Corporations), Flat hosts a bulk -tonnage, Reduced Intrusion -Related Gold
System (RIRGS) comparable to the Fort Knox gold mine.
Recognized as a prime example of the direct relationship between placer gold and bedrock
sources, placer gold shed from Flat’s intrusions has contributed to placer gold production.
Notably, exploration at Flat has resulted in gold being intersected in all 86 drill holes, covering
3 km of drilled mineralized strike and reaching a vertical depth of 325 m at its primary intrusion
target, Chicken Mountain - open in all directions.
To Learn More About Tectonic Metals Or To Subscribe To Our Email List Click Here
View our 2025 Fact Sheet or Corporate Presentation Here
Tour The Flat Gold Project
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
To Be A Part Of “The Shift,” Follow Us On Social Media:
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Qualified Person
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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 regula tory 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 Jesse Manna, 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 clo sing date
and the expected participation by Crescat Capital LLC or other related parties of the Company; the
intended use of the net proceeds of the Offering; 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 o ther 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
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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 mana gement 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.