15:37:19 EDT Thu 02 May 2024
Enter Symbol
or Name
USA
CA



Tectonic Metals Inc
Symbol TECT
Shares Issued 267,354,752
Close 2023-07-12 C$ 0.115
Market Cap C$ 30,745,796
Recent Sedar Documents

Tectonic Metals to receive $2M investment from Crescat

2023-07-13 14:24 ET - News Release

Mr. Tony Reda reports

CRESCAT CAPITAL SEIZES OPPORTUNITY WITH $2 MILLION INVESTMENT IN TECTONIC METALS AHEAD OF DRILLS TURNING IN AUGUST AT FLAT GOLD PROJECT

Tectonic Metals Inc. has launched the second tranche of the financing previously announced on May 9, 2023, with Crescat Capital committing to an additional investment of up to $2-million ahead of Tectonic's 2023 flat drill program also announced today. Unless otherwise noted, all amounts are expressed in Canadian dollars.

"We are making a strong, unwavering commitment to Tectonic and their inaugural drill program at the Flat Gold Project, an exciting opportunity that we believe could be the next tier 1 opportunity in Alaska," stated Kevin Smith, the visionary Founder and Chief Investment Officer of Crescat Capital. "In addition to the 55 past drilling results that have already uncovered gold mineralization at Chicken Mountain, we are thrilled by the exceptional metallurgical results and surface mineralization. These findings strongly indicate the potential for an open-pit heap-leach opportunity, which is highly sought after by major mining companies. Our dedication to this project is unwavering as we strive to unlock its full potential and seize the incredible prospects it holds for Tectonic shareholders."

Tectonic is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. (the "Lead Agent"), alongside 3L Capital Inc. (collectively with the Lead Agent, the "Agents") on a 'commercially reasonable efforts' agency basis in connection with the second tranche (the "Second Tranche") by way of a private placement of units (the "Units") of the Company at a price of $0.11 per Unit (the "Offering Price") for total gross proceeds to the Company from all tranches of up to $6,000,000 (the "Offering"). The first tranche of the Offering closed on June 26, 2023, for aggregate gross proceeds of $3,346,785 of which Crescat contributed $658,667 pursuant to a pre-emptive right granted by the Company.

Crescat will also be participating in the Second Tranche. Crescat is Tectonic's largest shareholder and currently owns approximately 19.3% of the issued and outstanding common shares of Tectonic. To enable Crescat to increase their shareholdings of the Company above 19.99% (to accommodate up to an additional $2,000,000 investment) the Company will propose a shareholder resolution in the upcoming 2023 annual general meeting materials for Crescat to become a control person (as defined under securities law and the TSX Venture Exchange ("TSXV") policies), subject to TSXV approval. The issuance of any Units to Crescat that results in Crescat holding more than 19.99% of the Company's issued and outstanding common shares will be subject to disinterested shareholder approval pursuant to section 1.12 of TSXV Corporate Finance Policy 4.1.

The Offering

Each Unit will consist of one common share in the capital of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share of the Company (a "Warrant Share") for a period of 24 months following the closing date of each tranche of the Offering at an exercise price of $0.15.

The Units to be issued under the Offering will be offered to purchasers pursuant to: (i) the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") for gross proceeds of up to $5,000,000 (the "LIFE Units"), in all the provinces of Canada, except Quebec, and (ii) the accredited investor exemption under NI 45-106 for the balance of the Offering (the "Hold Units"). The LIFE Units will not be subject to resale restrictions pursuant to applicable Canadian securities laws. The Hold Units will be subject to a statutory hold period of four months in accordance with applicable Canadian securities laws. Purchasers under the Offering will receive a fixed ratio of LIFE Units to Hold Units, being 5:1. Each subscriber must purchase one Hold Unit for every five LIFE Units purchased.

The Agents will also be entitled to offer the Units 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 Offering that can be accessed under the Company's profile at www.sedar.com and on the Company's website at www.tectonicmetals.com. Prospective investors should read this offering document before making an investment decision.

In relation to closing of the first tranche of the Offering, in addition to the finder's fees disclosed in the press release dated June 26, 2023, the Company wishes to clarify that Mr. Gerhard Merkel was paid a finder's fee in the form of a $33,000 cash commission and non-transferable finder's warrants of the Company to acquire 300,000 Common Shares at an exercise price of $0.11, exercisable for 24 months following the closing of the first tranche.

The Company has received consent from the TSXV to extend the closing of the Offering until August 11, 2023 (the "Closing Date") and completion of the Second Tranche / Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSXV.

The Offering and issuance of the Units 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 the fair market value of the securities to be distributed and the consideration to be received for the securities under the Offering will not exceed 25% of the Company's market capitalization.

About Tectonic Metals Inc. ("Tectonic" or the "Company")

Tectonic brings a highly disciplined capital allocation and development process to mineral exploration. By consistently limiting their focus to tier 1 opportunities that fit their formula for mine economics, and de-risking projects upfront, the team has established a tremendous track record of success. Members of the Tectonic team have been directly involved in identifying and monetizing several significant gold discoveries throughout N. America that have created a tremendous amount of value for shareholders and stakeholders.

Tectonic is currently assessing the Flat Gold Project in partnership with Doyon Limited, one of Alaska's largest native regional corporations and a significant Tectonic investor. Flat is home to Chicken Mountain, which is credited as the source of 1.4 million ounces of historic placer gold production. Tectonic is currently evaluating this target, which features a four-kilometer gold-in-soil anomaly and 55 historic drill holes, all of which hit and 25 of which ended in gold mineralization. Preliminary metallurgical analysis to date has demonstrated rapid leach kinetics and gold recoveries averaging 95%. This, combined with gold intersections at or near surface, suggest Chicken Mountain could represent an open pit, heap leach opportunity. Chicken Mountain is part of a larger geophysical anomaly that appears to represent an 11-kilometer-long intrusion related gold system that incorporates the additional targets of Golden Apex and Chicken Mountain East.

We seek Safe Harbor.

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