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THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Tectonic Metals Inc. ("Tectonic" or the "Company") (TSX-V: TECT; OTCQB: TETOF), is pleased to announce that due to strong investor demand, the Company has upsized its previously announced brokered "best efforts" private placement (the "Offering"). The upsized Offering will consist of up to an aggregate of 37,210,000 common shares in the capital of the Company (the "Common Shares"), at a price of C$2.15 per Common Share for aggregate gross proceeds of C$80 million.
The Offering is being led by 3L Capital Inc., on behalf of itself, and BMO Capital Markets and SCP Resource Finance LP as co-lead agents and joint bookrunners (the "Lead Agents") on behalf of a syndicate of agents (together with the Lead Agents, the "Agents").
The Company has granted the Agents an option to increase the size of the Offering by up to an additional 15% 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 (the "Agents' Option").
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 United States Securities Act of 1933, as amended (the "U.S. Securities Act"); and (iii) investors in certain offshore jurisdictions (outside 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 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 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 February 24, 2026, or such other date or dates as determined by the Company and the Agents (the "Closing Date"), 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 (the "TSXV").
In consideration for their services, the Company has agreed to pay the Agents a cash commission (the "Cash Fee") equal to 6.0% of the gross proceeds from the Offering (including any exercise of the Agents' Option) provided that the Cash Fee shall be reduced to 2.0% on certain president's list purchases.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act, or any U.S. state securities laws and may not be offered or sold in the United States unless registered under the U.S. Securities Act and applicable U.S. state securities laws or an exemption from such registration is available."
About Tectonic Metals Inc.
To learn more about Tectonic Metals please visit our website or to subscribe to our email list, click here: https://www.tectonicmetals.com/about/subscribe.
View our 2026 Corporate Presentation Here.
Tectonic invites you to take a virtual tour of our Flat Gold Project with both the CEO of Tectonic and one of Alaska's largest for-profit Native Regional Corporations, Doyon.
Qualified Person
Tectonic Metals' disclosure of technical or scientific information in this press release has been reviewed, verified and approved by Peter Kleespies, M.Sc., P.Geo., Vice President of Exploration, who is a Qualified Person in accordance with Canadian regulatory requirements set out in National Instrument 43-101.
On behalf of Tectonic Metals Inc.,
Tony Reda
President and Chief Executive Officer
For further information about Tectonic Metals Inc. or this news release, please visit our website at www.tectonicmetals.com or contact Investor Relations, toll-free at 1.888.685.8558 or by email at investorrelations@tectonicmetals.com.
Cautionary Note Regarding Forward-Looking Statements
Certain information in this news release constitutes forward-looking information and statements under applicable securities law. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "intend" and similar expressions and include, but are not limited to, statements regarding the Offering, including the expected Closing Date; the intended use of the net proceeds of the Offering; the exercise of the Agents' Option; the potential for mineralization and planned exploration and drilling activities at Tectonic's projects, including any future exploration activities and the expected benefits or size thereof; and the receipt of any regulatory approvals, including the final approval of the TSXV for the Offering.
Forward-looking information is not a guarantee of future performance and is based upon a number of estimates, expectations and assumptions of management at the date the statements are made including, among others, expectations and assumptions about the Company securing sufficient financing for its planned exploration and drilling initiatives on acceptable terms or at all, future prices of gold and other metal prices, currency exchange rates and interest rates, favourable operating conditions, political stability, obtaining governmental and other approvals and financing on time, obtaining required licenses and permits, labour stability, stability in market conditions, availability of equipment, accuracy of any mineral resources, successful resolution of disputes and anticipated costs and expenditures. Many assumptions are based on factors and events that are not within the control of Tectonic, and there is no assurance they will prove to be correct.
Although Tectonic considers these beliefs and assumptions to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements necessarily involve known and unknown risks, including, without limitation: the Company's ability to consummate the Offering on the terms described herein or at all; Tectonic's ability to operate as a going concern; Tectonic's requirement of significant additional capital; Tectonic's ability to implement its business strategies; risks associated with mineral exploration and production; risks associated with general economic conditions; adverse industry events; marketing and transportation costs; loss of markets; volatility of commodity prices; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; industry and government regulation; changes in legislation, income tax and regulatory matters; competition; currency and interest rate fluctuations; and other risks and uncertainties discussed in public filings made by Tectonic with the applicable Canadian securities regulatory authorities.
Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions, or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Although Tectonic has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Tectonic does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Neither the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
