Tectonic Metals Garners Strong Backing from Warrant Holders and Successfully Concludes Early Exercise Warrant Incentive Program - Seite 2

Crescat, Tectonic's largest shareholder, held approximately 20.6% of the issued and outstanding Common Shares prior to the exercise of its Eligible Warrants. Crescat subscribed for 7,083,334 shares issued in the Early Exercise Program for aggregate gross proceeds of $708,333. Upon closing of the Early Exercise Program, Crescat will hold approximately 22.3% of the issued and outstanding Common Shares of the Company.

Upon close of the Early Exercise Program Tectonic Metals will have 330,700,925 total common shares outstanding in the capital of the Company, 2,049,500 May Warrants outstanding, and 1,841,668 July Warrants outstanding. For those holders of Eligible Warrants who chose not to participate in the Early Exercise Program, the applicable Eligible Warrants will continue to be exercisable on the same terms that previously existed.

The Incentive Warrants issued are subject to a hold period ending March 8, 2024. The Early Exercise Program is subject to the final acceptance of the TSXV.

A portion of the Eligible Warrants were exercised by Crescat Capital, a Control Person as defined by the Securities Act and in the TSXV's policies. Participation by such insiders in the Early Exercise Program constitutes a related party transaction pursuant to Multilateral Instrument 61-101 - Special Transactions ("MI 61-101"). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 based on the fact that neither the fair market value of the Shares subscribed for by the insiders, nor the consideration for the Shares paid by such insiders, would exceed 25% of the Company's market capitalization.

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.