Mr. Tony Reda reports

TECTONIC METALS ANNOUNCES CRESCAT BECOMING A CONTROL PERSON AND CLOSING OF RELATED TRANCHE

Crescat Capital LLC (including its associates and affiliates) and Tectonic Metals Inc. received approval from disinterested shareholders at the company's annual general and special meeting on Sept. 21, 2023, as well as TSX Venture Exchange approval, for Crescat to become a control person as defined by the Securities Act and in the TSX-V's policies. Concurrent with this approval, the company closed a final tranche of the previously announced a brokered private placement for gross proceeds of $560,000 from Crescat. Closing of the final tranche was subject to Crescat becoming a control person and attaining TSX-V approval. Unless otherwise noted, all amounts are expressed in Canadian dollars.

The $560,000 raised in the final tranche consisted of the issuance of 5,090,909 units of the company at a price of 11 cents per unit. The final tranche was different from the first and second tranches (see prior press releases for details on those tranches), noting the final tranche was unbrokered and did not include any shares issued pursuant to the listed issuer financing exemption (LIFE) under Part 5A of National Instrument 45-106. Aggregate gross proceeds of the offering were $8,229,881 (including the first, second and final tranche).

Each unit of the final tranche comprised one common share in the capital of the company and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share for a period of 24 months following the closing date of the offering at an exercise price of 15 cents. The units are subject to a statutory hold period of four months in accordance with applicable Canadian securities laws. Securities issued to U.S. investors under the offering are subject to a six-month hold period.

Crescat, Tectonic's largest shareholder, which, together prior to the final tranche, held approximately 19.9 per cent of the issued and outstanding common shares of Tectonic, subscribed for the 5,090,909 units issued in the final tranche for aggregate gross proceeds of $560,000. Pursuant to the closing of the final tranche Crescat will hold approximately 20.59 per cent of the issued and outstanding common shares of the company.

The company did not incur any finder's fees or commissions, nor any finder's warrants on the final tranche. For a clarification on the closing of the second tranche of the offering as previously announced on Aug. 10, 2023, no finders' warrants were issued, or cash commission paid, to SCP Resource Finance LP on closing of the second tranche.

The net proceeds of the offering will be used to advance the company's Flat gold project in Alaska and for general working capital purposes.

The offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the final approval of the TSX-V.

The offering and issuance of the units referenced in this press release involve related parties (as such term is defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions) and therefore constitutes a related party transaction under MI 61-101. This transaction is 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 issued to related parties under the offering does not exceed 25 per cent of the company's market capitalization. The related parties participating in the final tranche of the offering subscribed for 5,090,909 units for aggregate gross proceeds of $560,000.

We seek Safe Harbor.