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VANCOUVER, BC / ACCESS Newswire / July 31, 2025 / Tectonic Metals Inc. ("Tectonic" or the "Company") (TSXV:TECT)(OTCQB:TETOF) is pleased to announce an offering of up to 14,210,526 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 to the Company of up to C$13,500,000 (the "Offering") on a brokered and non-brokered basis (the brokered and non-brokered portions of the Offering are hereinafter referred to as the "Brokered Offering" and "Non-Brokered Offering", respectively).
The Company has entered into an agreement with 3L Capital (the "Lead Agent"), pursuant to which the Lead Agent, on behalf of a syndicate of agents (collectively, the "Agents") will act as lead agent for the Company on a 'best efforts' agency basis in connection with the Brokered Offering. The Company has granted the Agents an option, which will allow the Agents to offer up to an additional 20% 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).
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 Tectonic with a $2,000,000 investment for Hold Shares (as defined below).
Tony Reda, President and CEO of Tectonic Metals, commented,
"Our Phase One drilling program is on track and the excitement across the Tectonic team continues to grow. The capital from this offering empowers us to quickly launch Phase Two drilling - accelerating our efforts to fully unlock the scale and potential of the Flat Gold Project for the benefit of all stakeholders."
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.
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 requirements 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 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.
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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 Jesse Manna, Investor Relations, toll-free at 1.888.685.8558 or by email at jesse@tectonicmetals.com
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 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 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: 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.
SOURCE: Tectonic Metals Inc.
View the original press release on ACCESS Newswire:
https://www.accessnewswire.com/newsroom/en/metals-and-mining/tectonic-metals-annouces-financing-of-up-to-13.5-million-to-accelerate-and-expand-1055397
