NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BC / ACCESSWIRE / November 18, 2022 / Tectonic Metals Inc. (TSXV:TECT); (OTCQB:TETOF); (FSE:T15B) (the "Company" or "Tectonic") is pleased to announce that the Company has closed its non-brokered private placement financing initially announced on October 27, 2022, with a subsequent announcement on November 15, 2022 regarding the upsize of the private placement. The Company closed the private placement by issuing 38,761,250 units of the Company (the "Units") at a price of C$0.08 per Unit, for aggregate gross proceeds of C$3,100,900 (the "Offering").
Tectonic's President & CEO, 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."
The Offering
Each Unit is composed of one common share in the capital of Tectonic (a "Common Share") and one common share purchase warrant of the Company (a "Warrant"). Each Warrant is exercisable into one Common Share at an exercise price of C$0.12 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 TSXV, the Company paid Haywood Securities Inc. and Gerhard Merkel cash finders' fees totalling C$48,330 and issued to the finders 604,125 non-transferable common share purchase warrants (each, a "Finder's Warrant"). Each Finder's Warrant is exercisable into one Common Share at an exercise price of C$0.12 per Common Share and expires November 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 US 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 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 under the Offering does not exceed 25% of the Company's market capitalization. The related party participating in the Offering is subscribing for 4,750,000 Units for aggregate proceeds of C$380,000.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or under any state securities laws in the United States, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements. 
About Tectonic
Tectonic Metals Inc. is a mineral exploration company created and operated by an experienced and well-respected technical and financial team with a track record of wealth creation for shareholders. Key members of the Tectonic team were involved with Kaminak Gold Corporation, the Company that raised C$165 million to fund the acquisition, discovery, and advancement of the Coffee Gold Project in the Yukon Territory through to the completion of a bankable feasibility study before selling the multi-million-ounce gold project to Goldcorp Inc. (now Newmont) for C$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.
To learn more about Tectonic, please click here.
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 Bill Stormont, Investor Relations, at toll-free 1.888.685.8558 or by email at [email protected].
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Cautionary Note Regarding Forward-Looking Statements and Historical Information
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 with respect to: the planned exploration programs; intended use of proceeds from the Offering; the potential for mineralization at Tectonic's projects, any future exploration activities and the size; the acceleration and exercise of the Warrants or the Finders' Warrants, in accordance with their terms; the receipt of any regulatory approvals, including the final approval of the TSXV; the payment of cash finders' fees and issuance of Finder's Warrants; and future capital requirements.
Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management at the date the statements are made including, among others, assumptions about 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 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.
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 TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Tectonic Metals Inc.