Mr. Tony Reda reports
TECTONIC METALS CLOSES $3.1 MILLION PRIVATE PLACEMENT FINANCING
Tectonic Metals Inc. has closed its non-brokered private placement financing initially announced on Oct. 27, 2022, with a subsequent announcement on Nov. 15, 2022, regarding the upsize of the private placement. The company closed the private placement by issuing 38,761,250 units of the company at a price of eight cents per unit, for aggregate gross proceeds of $3,100,900.
Tectonic's president and chief executive officer, Tony Reda, commented: "Despite challenging markets and macroeconomic headwinds, demand for Tectonic's financing has been extremely strong as existing and new shareholders, who share our vision, enabled us to close significantly oversubscribed. We are humbled by the overwhelming interest in our company and grateful to all shareholders for their support. We are particularly appreciative of the continued strategic investments into our company by Crescat Capital, who continues to put their money where their mouth is, believing in us and sharing our passion and enthusiasm for our projects, and more specifically, our Flat gold project, which will be our core focus next year."
Each unit is composed of one common share in the capital of Tectonic and one common share purchase warrant of the company. Each warrant is exercisable into one common share at an exercise price of 12 cents per common share and expire two years from the closing date of the offering.
In connection with the offering and in accordance with the policies of the TSX-V (TSX Venture Exchange), the company paid Haywood Securities Inc. and Gerhard Merkel cash finders' fees totalling $48,330 and issued to the finders 604,125 non-transferable common share purchase warrants. Each finder's warrant is exercisable into one common share at an exercise price of 12 cents per common share and expires Nov. 17, 2024.
The net proceeds of the offering will be used to advance the company's Flat gold project and for general working capital.
All securities issued under the offering are subject to a four-month-and-one-day hold period. Securities issued to U.S. investors under the offering are subject to a six-month hold period. 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 (MI 61-101)) 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 under the offering does not exceed 25 per cent of the company's market capitalization. The related party participating in the offering is subscribing for 4.75 million units for aggregate proceeds of $380,000.
About Tectonic Metals Inc.
Tectonic Metals is a mineral exploration company created and operated by an experienced and well-respected technical and financial team with a record of wealth creation for shareholders. Key members of the Tectonic team were involved with Kaminak Gold Corp., the company that raised $165-million to finance the acquisition, discovery and advancement of the Coffee gold project in Yukon through to the completion of a bankable feasibility study before selling the multimillion-ounce gold project to Goldcorp Inc. (now Newmont) for $520-million in 2016. Tectonic is focused on the acquisition, exploration, discovery and development of mineral resources from district-scale projects in politically stable jurisdictions that have the potential to host world-class orebodies.
Whether at home or at work, the Tectonic team is grounded on the following core values: passion, integrity, patience, focus, perseverance, honesty, fairness, accountability, respect and a play big mindset. The company works for its shareholders and is committed to creating value for them.
We seek Safe Harbor.
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