Mr. Tony Reda reports
TECTONIC METALS ANNOUNCES FINANCING OF UP TO $40 MILLION
Tectonic Metals Inc. has entered into an agreement with 3L Capital, on behalf of itself, BMO Capital Markets and SCP Resource Finance LP as co-lead agents and joint bookrunners on behalf of a syndicate of agents, in connection with a brokered best effort private placement offering of up to approximately 18,605,000 common shares in the capital of the company for aggregate gross proceeds to the company of up to approximately $40-million at a price of $2.15 per share.
The company has agreed to grant the agents an option to increase the size of the offering by up to an additional 15 per cent of the common shares sold under the offering, exercisable in whole or in part, at any time and from time to time up to 48 hours prior to the closing of the offering.
Tony Reda, president and chief executive officer of Tectonic Metals, commented: "This $40-million financing marks a transformative moment for Tectonic and validates the quality and scale of our Flat gold project. Proceeds from this financing position Tectonic to aggressively advance drilling across multiple intrusion targets, follow up on recently announced high-grade drill results, expand known mineralized zones, and continue systematic exploration and derisking across our 99,000-acre land package. We remain focused on disciplined capital allocation, technical excellence and creating meaningful long-term value for our shareholders."
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.
The common shares issuable under the offering will be offered on a private placement basis to: (i) accredited investors (as defined in National Instrument 45-106 (Prospectus Exemptions)) in all provinces and territories of Canada; (ii) investors in the United States pursuant to available exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended; and (iii) investors in certain offshore jurisdictions (outside of Canada and the United States) on a basis which does not require the qualification or registration of the common shares offered in such jurisdictions.
The common shares will be subject to a statutory hold period of four months and one day from the date of issuance thereof in accordance with applicable Canadian securities laws. The offering is expected to close on or about Feb. 24, 2026, or such other date or dates as determined by the company and the agents, and completion of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
In consideration for their services, the company has agreed to pay the agents a cash commission equal to 6.0 per cent of the gross proceeds from the offering (including any exercise of the agent option) provided that the cash fee shall be reduced to 2.0 per cent on certain president's list purchases.
We seek Safe Harbor.
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