Tectonic Metals Closes Second Tranche; $7.67 Million Raised in Oversubscribed Offering - Seite 2

Crescat Portfolio Management LLC ("Crescat"), Tectonic's largest shareholder who prior to the Second Tranche held approximately 19.5% of the issued and outstanding Common Shares of Tectonic, subscribed for 9,000,000 Units in the Second Tranche for aggregate gross proceeds of $990,000, and the Company will be upsizing the Offering further pursuant to a subscription agreement (the "Third Tranche Subscription") with Crescat for an additional 4,636,364 Units for gross proceeds of $510,000, noting that closing of the Third Tranche Subscription is subject to the Company attaining disinterested shareholder approval and TSXV approval for Crescat to become a Control Person as defined by the Securities Act and in the TSXV's policies. Disinterested shareholder approval will be sought at the Company's upcoming annual general meeting to be held on September 21, 2023.

Pursuant to the Agency Agreement, the Agents received a 6% cash commission and non-transferrable compensation warrants of the Company (each a "Compensation Warrant") to acquire that number of Common Shares equal to 6% of the number of Units purchased by subscribers, noting that the percentages reduced to 1% for any subscribers who were on the President's list. The Lead Agent received a cash commission of $26,801.52 and 416,510 Compensation Warrants. 3L Capital received a cash commission of $17,867.68 and 277,673 Compensation Warrants.

The Company also agreed to pay select selling group members finders' fees on subscriptions solicited by them as follows:

• National Bank Financial Inc.'s ("NBF") finder's fee consists of: (i) a 5% cash commission on Units purchased by subscribers introduced to the Company by NBF; and (ii) the issuance of non-transferrable common share purchase warrants in the Company ("Finder's Warrants") equal to 5% of the number of Units purchased by subscribers introduced to the Company by NBF. NBF received $14,160 in cash commission and a total of 128,728 Finder's Warrants.
• Gerhard Merkel's finder's fee consists of: (i) a 5% cash commission on Units purchased by subscribers introduced to the Company by Mr. Merkel; and (ii) the issuance of non-transferrable Finder's Warrants equal to 5% of the number of Units purchased by subscribers introduced to the Company by Mr. Merkel. Mr Merkel received $17,503 in cash commission and a total of 159,120 Finders Warrants.
• Black Oak Venture's ("Black Oak") finder's fee consists of: (i) a 5% cash commission on Units purchased by subscribers introduced to the Company by Black Oak; and (ii) the issuance of non-transferrable Finders Warrants equal to 5% of the number of Units purchased by subscribers introduced to the Company by Black Oak. Black Oak received $30,756 in cash commission and a total of 279,599 Finder's Warrants.
• SCP Resource Finance LP;s ("SCP") finder's fee consists of: (i) a 3% cash commission on Units purchased by subscribers introduced to the Company by SCP; and (ii) the issuance of non-transferrable Finders Warrants equal to 3% of the number of Units purchased by subscribers introduced to the Company by SCP. SCP received $990 in cash commission and a total of 9,000 Finder's Warrants.

The net proceeds of the Offering will be used to advance the Company's Flat Gold Project and for general working capital.