Mr. Ryan Hrkac reports

NORTEC ANNOUNCES NON-BROKERED PRIVATE PLACEMENT TO RAISE UP TO C$750,000

Nortec Minerals Corp. intends to undertake a non-brokered private placement offering, consisting of up to 7.5 million units at a price of five cents per unit, for gross proceeds of up to $375,000, with an overallotment allocation of up to 15 per cnet of the offering.

Each unit will consist of one common share and one common share purchase warrant, entitling the holder to purchase one additional common share.

Additionally, the company will undertake a non-brokered private placement flow-through (FT) offering, consisting of up to 5,769,230 units at a price of 6.5 cents per FT unit, for gross proceeds of up to $375,000, with an overallotment allocation of up to 15 per cent of the total FT offering.

Each FT unit will consist of one common share to be issued on a flow-through basis under the Income Tax Act (Canada) and one warrant, entitling the holder to purchase one (non-flow-through) common share.

The company intends to use the net proceeds of the offering for working capital and general corporate purposes, while net proceeds from the FT offering are intended to be used for qualifying exploration activities in Ontario, Canada.

Warrant terms

Each warrant shall have a term of 36 months, subject to acceleration.

During the first 18 months after closing of the offering and FT offering, or any tranche thereof, the exercise price of one full warrant shall be 6.5 cents and thereafter 11 cents per common share.

Pursuant to the terms of the warrants, if over a period of 10 consecutive trading days between the date that is four months and one day following the closing date and the expiry date of the warrants, the volume weighted average price of the common shares on the TSX Venture Exchange or such other stock exchange where the majority of the trading volume occurs, exceeds or is equal to 10 cents, the company may, at its sole option, accelerate the expiry date of the warrants, provided that: (i) the company disseminates a news release providing notice of its intention to accelerate the expiry date of the warrants; and (ii) the accelerated expiry date of the warrants falls on or after the 30th trading day after the date of dissemination of such news release, unless exercised by holders prior to such date.

In accordance with applicable securities laws, all securities issued under the offerings will be subject to a four-month-and-one-day hold period from the date of issuance. Closing of the offering is subject to certain conditions customary for transactions of this nature, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

The company may pay finders' fees and/or commissions in accordance with applicable securities laws and the policies of the TSX Venture Exchange.

About Nortec Minerals Corp.

Nortec is a mineral exploration company that holds 100-per-cent interests in two exploration-stage critical mineral (zinc) projects, namely the Sturgeon Lake VMS (volcanogenic massive sulphide) and the Mattagami River zinc properties, both located in Ontario, Canada. Additionally, the company holds a 16.4-per-cent interest in the Tammela gold project in southwestern Finland.

On Nov. 5, 2025, the company announced that it entered into an asset purchase agreement to acquire the Barker Bay gold property, located in Ontario, Canada.

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