Tectonic Metals Announces Crescat Becoming a Control Person and Closing of Related Tranche - Seite 2

Crescat, Tectonic's largest shareholder, who together prior to the Final Tranche held approximately 19.9% 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% 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 August 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 (the " Flat Gold Project ") 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 TSXV.

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 issued to related parties under the Offering does not exceed 25% 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.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.