Tectonic Raises over C$92 Million; Completes Upsized Private Placement with Full over-Allotment Exercised
TECTONIC RAISES OVER C$92 MILLION; COMPLETES UPSIZED
PRIVATE PLACEMENT WITH FULL OVER-ALLOTMENT
EXERCISED
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
VANCOUVER, B.C., March 3, 2026 – Tectonic Metals Inc. (“Tectonic” or the “Company”) (TSX-V: TECT) is pleased to
announce the successful closing of the Company’s previously announced upsized private placement offering (the
“Offering”), raising aggregate gross proceeds of C $92,033,975, which includes the full exercise of the agents’ over-
allotment option. The Offering underscores the support from large, established, and highly respected institutional
investors in Tectonic’s strategy and the potential of the Company’s flagship Flat Gold Project in Alaska (“ Flat” or the
“Flat Project”).
"Raising over C$92 million for a pre -resource exploration company is rare and deeply humbling," said Tony Reda,
President and CEO of Tectonic Metals. "This level of support reflects a shared conviction in the potential of the Flat
Gold Project and in our team's ability to execute. We do not take that trust lightly. Every dollar represents belief in
our vision and a responsibility we take seriously. We are committed to advancing Flat with discipline, technical
excellence, and an unwavering focus on creating meaningful returns for our shareholders."
Under the Offering, the Company issued an aggregate of 42,806,500 common shares (the “ Common Shares ”) at a
price of C$2.15 per Common Share. The Offering comprised a brokered offering (the “ Brokered Offering”), led by
3L Capital Inc., BMO Capital Markets and SCP Resource Finance LP, as co -lead agents and joint bookrunners, on
behalf of a syndicate which included Research Capital Corporation, and a non-brokered offering (the “Non-Brokered
Offering”).
The Common Shares issued under the Offering were 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 and (ii)
investors in certain offshore jurisdictions (outside Canada) on a basis which d id not require the qualification or
registration of the Common Shares offered in such jurisdictions.
A total of 37,340,361 Common Shares were issued under the Brokered Offering and a total of 5,466,139 Common
Shares were issued under the Non-Brokered Offering.
Tectonic’s largest shareholder, Crescat Portfolio Management LLC (“Crescat”), who currently beneficially owns or
controls approximately 16.45% of the issued and outstanding Common Shares of Tectonic, participated in both the
Brokered and Non-Brokered Offering for an aggregate of 6,750,000 Common Shares for an aggregate purchase price
of C$14,512,500.00, pursuant to a pre-emptive right granted to them by Tectonic. The Offering, including the
issuance of the Common Shares to Crescat, constitutes a related party transaction (as such term is defined under
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“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 neither the fair market value of the securities
distributed nor the consideration received from related parties (as defined under MI 61 -101) for the securities
issued under the Offering exceed 25% of the Company's market capitalization.
In connection with the Brokered Offering, the Company paid cash commissions (the “Commission”) in the aggregate
amount of C$4,271,125.50 (excluding applicable taxes), representing: (i ) 6% of the gross proceeds of the Brokered
Offering, other than the gross proceeds raised from certain sales pursuant to a president’s list (the “ President’s List
Sales”); and (ii) 2.0% of the gross proceeds raised from President’s List Sales. The Commission is subject to the final
approval of the TSX Venture Exchange (the “TSXV”).
In connection with the Non-Brokered Offering, the Company will pay Sprott Asset Management USA, Inc. a finders’ fee
equal to 6.0% of the gross proceeds of the Non-Brokered Offering in the aggregate amount of C$61,920, and will pay a
European family office a finders’ fee equal to 4.0% of the gross proceeds of the Non -Brokered Offering for offers and
sales outside the United States in the aggregate amount of C$232,200.
The Common Shares are subject to a hold period under applicable Canadian securities laws and may not be traded
until July 4, 2026 except as permitted by applicable securities legislation and the rules and policies of the TSXV.
The net proceeds of the Offering will be used to advance the Flat Project and for general corporate and working
capital purposes.
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, and will not be, registered under the U nited States
Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or under any U.S. state securities laws, and may not
be offered or sold in the United States without registration under the U.S. Securities Act and all applicable U.S. state
securities laws, or in compliance with an available exemption therefrom.
About Tectonic Metals Inc.
To learn more about Tectonic Metals please visit our website or to subscribe to our email list, click here:
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
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 intended use of the net proceeds of the Offering and the final
approval of the TSXV for the Offering, and 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.
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 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 risks, including, without limitation: 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.