20:15:37 EST Tue 10 Feb 2026
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Oreterra Metals Corp
Symbol OTMC
Shares Issued 32,805,996
Close 2026-02-10 C$ 0.52
Market Cap C$ 17,059,118
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Oreterra Metals arranges $6-million financing

2026-02-10 18:26 ET - News Release

Mr. Kevin Keough reports

ORETERRA ANNOUNCES $6,000,000 PRIVATE PLACEMENT TO SUPPORT FIRST-EVER DRILLING OF THE TREK SOUTH PORPHYRY COPPER-GOLD PROSPECT, GOLDEN TRIANGLE, BC

Oreterra Metals Corp. (previously Romios Gold Resources Inc.) intends to complete a non-brokered private placement financing for aggregate gross proceeds of up to $6-million through the issuance of a combination of hard-dollar (HD) units of the company at a price of 45 cents per HD unit and flow-through (FT) units at a price of 50 cents per FT unit. Closing of the offering is scheduled for March 20, 2026. The majority of the gross proceeds from the sale of both the HD units and the FT units will be used to carry out the first-ever drilling in the approaching field season of the large-scale Trek South porphyry copper-gold prospect, located in northwestern British Columbia. The Trek South prospect is new to science, having been revealed by ice melt in recent years, and consists of stacked, high-order alteration, geochemical and geophysical anomalies. It is located in B.C.'s Golden Triangle, adjacent to Teck-Newmont's Galore Creek deposits in ideal terrain and close to partially completed infrastructure. A comprehensive National Instrument 43-101 technical report on the Trek property, dated Jan. 20, 2026, can be found on the company's website and on the company's issuer profile on SEDAR+. An investor presentation summarizing the Trek South prospect can also be found on the company's website.

In connection with the offering, the company has entered into a fiscal advisory agreement with Canaccord Genuity Corp. Subject to the approval of the TSX Venture Exchange, the company shall compensate Canaccord in the amount of $25,000, payable in HD units of the company to be issued at 45 cents per compensation unit with the same terms as HD units. In addition, 6-per-cent finders' fees in cash or securities, or a combination of both, may be payable by Oreterra in connection with the offering, subject to the rules of the TSX Venture Exchange.

Insiders may participate for up to 10 per cent of the offering. Such insider private placements will be exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 by virtue of the exemptions contained in sections 5.5(a) and 5.7(1) (a) of MI 61-101 in that the fair market value of the consideration for the securities of the company that will be issued to the insiders will not exceed 25 per cent of its market capitalization.

Financing details

Each HD unit, priced at 45 cents, will comprise one common share of the company and one common share purchase warrant. Each HD warrant will entitle the holder thereof to acquire one additional common share of the company at an exercise price of 60 cents per share for three years following the closing of the offering.

Each FT unit, priced at 50 cents, will comprise one common flow-through share of the company and one common share purchase warrant. Each FT warrant will entitle the holder thereof to acquire one additional common share of the company at an exercise price of 60 cents per share for three years following the closing of the offering.

The FT shares will qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada). An amount equal to the gross proceeds from the issuance of the FT shares will be used to incur eligible resource exploration expenses that will qualify as: (i) Canadian exploration expenses (as defined in the tax act); and (ii) as flow-through critical mineral mining expenditures (as defined in Subsection 127(9) of the tax act). Qualifying expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the FT shares will be incurred (or deemed to be incurred) by the company on or before Dec. 31, 2027, and will be renounced by the company to the initial purchasers of the FT shares with an effective date no later than Dec. 31, 2026. The net proceeds from the issuance of HD units will be primarily used for exploration activities at the company's Trek property, as well as for general working capital purposes.

It is expected that the offering will close on or about March 20, 2026, or such other date or dates that the company may determine, subject to the receipt of all required regulatory approvals, including the approval of the TSX-V. All securities issued in connection with the offering will be subject to a hold period of four months and one day from the closing date, in accordance with applicable Canadian securities laws.

Qualified person

The technical information in this news release has been reviewed and approved by John Biczok, PGeo, vice-president, exploration, for Oreterra and a qualified person as defined by National Instrument 43-101.

About Oreterra Metals Corp.

Oreterra Metals commenced trading on Feb. 2, 2026, under the new ticker OTMC, following a months-long effort to restructure the former Romios Gold Resources Inc. Management took on the task because it believes the company's wholly owned Trek South porphyry copper-gold prospect represents, based upon the impressive results of the spectrum of geosciences applied to the target area to date, among the finest new targets of its kind in B.C.'s Golden Triangle. The company recently released (news dated Jan. 22, 2026) a National Instrument 43-101 technical report for the Trek property, which recommends two initial phases of drilling at Trek South, for execution in the approaching 2026 field season. A copy of the technical report is available on the company's website and on the company's SEDAR+ issuer profile.

Additional wholly owned company property interests include two former producers in Nevada: the Kinkaid claims in the Walker Lane trend, covering numerous shallow Au-Ag-Cu (gold-silver-copper) workings over what is believed to be one or more porphyry centres (source: J. Biczok, PGeo, June, 2025, Kinkaid gold-copper-silver project), and the Scossa mine property in the Sleeper trend, which is a former high-grade gold producer (source: J. Biczok, PGeo, July, 2025, Scossa historic gold mine property). The company also holds a 100-per-cent interest in the large Lundmark-Akow Lake Au-Cu property adjacent to the northwest of the Musselwhite mine in Northwestern Ontario, where drilling by the company has produced highly encouraging, broad VMS-style (volcanogenic massive sulphide) Au-Cu intersections.

We seek Safe Harbor.

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