Mr. Kevin Keough reports

ORETERRA ANNOUNCES CLOSING OF FINAL TRANCHE OF $9.7 MILLION OVERSUBSCRIBED AND UPSIZED NON-BROKERED PRIVATE PLACEMENT

Further to Oreterra Metals Corp.'s press releases of Feb. 10, 2026, Feb. 12, 2026, Feb. 18, 2026, Feb. 19, 2026, and March 2, 2026, it has closed the second and final tranche of its oversubscribed and upsized non-brokered private placement with the placement of 154,444 hard-dollar units (HD units) of the company at a price of 45 cents per HD unit for gross proceeds of $69,500 and the placement of 660,000 flow-through units (FT units) at a price of 50 cents per FT unit for gross proceeds of $330,000. Combined with the first closing of $9.3-million, gross proceeds from the placement totalled $9.7-million.

Offering details

The non-brokered private placement was upsized multiple times to $9,684,000 through the issuance of a combination of $5.5-million in hard-dollar units (HD units) of the company at a price of 45 cents per HD unit and $4,184,000 in flow-through units (FT units) at a price of 50 cents per FT unit.

Each HD unit, priced at 45 cents, comprised one common share of the company and one common share purchase warrant. Each HD warrant entitles the holder 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, comprised one flow-through share of the company and one common share purchase warrant. Each FT warrant entitles the holder 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.

Final closing details

The company paid one eligible finder a cash commission of $6,900 and issued 13,800 broker warrants. Each broker warrant entitles 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.

Canaccord Genuity Corp. acted as financial adviser to the company and received 62,777 HD units as compensation for its $28,250 advisory fee (inclusive of HST).

All securities issued under the final closing are subject to a hold period expiring on July 5, 2026.

The FT shares qualify as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada). An amount equal to the proceeds received from the issuance of the FT shares will be used to incur eligible resource exploration expenses which 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).

Expenditures in an aggregate amount not less than the 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 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.

Early warning disclosure regarding Anastasios Drivas

Anastasios Drivas (Tom Drivas) previously filed an early warning report with respect to the securities of Oreterra on July 16, 2025. As a result of an increase in the issued and outstanding capital of Oreterra pursuant to the offering, including the acquisition by Mr. Drivas and affiliates of 690,000 FT units pursuant to the offering and the expiry of 833,333 warrants and 800,000 stock options held by Mr. Drivas, the direct and indirect interest of Mr. Drivas in Oreterra has been reduced to approximately 7.54 per cent of the issued and outstanding common shares of Oreterra on a non-diluted basis and 8.72 per cent on a partially diluted basis, assuming the exercise of the warrants held directly or indirectly by Mr. Drivas. Therefore, Mr. Drivas is no longer required to file an early warning report under National Instrument 62-103.

Mr. Drivas has advised that the 690,000 FT units were acquired for investment purposes and that he has no present intention to either increase or decrease his direct or indirect holdings in the company. Notwithstanding the foregoing, he has advised that he may increase or decrease his beneficial ownership, control or direction over common shares of the company through market transactions, private agreements, other treasury issuances or otherwise.

This news release is issued pursuant to National Instrument 62-103 -- The Early Warning System and related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of this early warning report in respect of this transaction will be available on Oreterra's issuer profile on SEDAR+.

Adoption of the 2025 stock option plan

At the annual general and special meeting of shareholders of the company held on Jan. 16, 2026, the shareholders adopted the new 2025 stock option plan (the 2025 SOP). The 2025 SOP was appended to the company's management information circular dated Nov. 28, 2025, as Schedule C, a copy of which information circular was filed on SEDAR+ on Dec. 10, 2025. All changes to the 2017 stock option plan made pursuant to the 2025 SOP are set out in a black-lined version of the 2025 SOP appended as Schedule D to the information circular. The company wishes to bring to the attention of shareholders the following amendments to the 2017 stock option plan resulting from the adoption of the 2025 SOP. The 2025 SOP requires that the company obtain disinterested shareholder approval of any decrease in the exercise price of or extensions to any stock options granted to individuals that are insiders at the time of the proposed amendment. In addition, the 2025 SOP clarifies the fact that any option that has an expiry date that occurs within 10 business days from the end of a blackout period shall not be extended and shall expire if unexercised by the original expiry date.

In addition, the amendments to the 2025 SOP provide that both the company and any optionee that is an employee or consultant are responsible for ensuring that such optionee is a bone fide employee or consultant of the company and that any adjustments to options, other than pursuant to a stock split or consolidation, are subject to prior acceptance by the TSX Venture Exchange. Other minor clarifications with respect to the 10-per-cent limit applicable to insiders and limits on options granted to persons providing investor relations services in the event of an acceleration of the expiry date are reflected in the 2025 SOP.

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 British Columbia'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, and the Scossa mine property in the Sleeper trend which is a former high-grade gold producer. 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 volcanogenic-massive-sulphide-style Au-Cu intersections.

We seek Safe Harbor.