Tectonic Metals Inc.

OFFERING DOCUMENT UNDER THE LISTED ISSUER FINANCING EXEMPTION

( the “Offering Document ”)

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New Issue

July 13, 2023

TECTONIC METALS INC. (the “ Company ” or “ Tectonic ”)

SUMMARY OF OFFERING

What are we offering?

Offering:

The offering is being made pursuant to an engagement letter entered into by the Company and Canaccord Genuity Corp., as lead agent and sole bookrunner (the “ Lead Agent ”). The Lead Agent and 3L Capital (together with the Lead Agent, the “ Agents ”) have agreed to purchase up to 20,100,115 units of the Company (the “ LIFE Units ”), by way of, “best efforts” agency basis, private placement in each of the Provinces of Canada, other than Quebec (the “ Qualifying Jurisdictions ”) (the “ Offering ”).

Each LIFE Unit will consist of one common share of the Company (“ Common Share ”) and one-half of one Common Share purchase warrant of the Company (each full warrant, a “ LIFE Warrant ”). Each LIFE Warrant will be non-transferrable and entitle the holder thereof to acquire one Common Share (a “ LIFE Warrant Share ”) at an exercise price of $0.15 per LIFE Warrant Share for a period of 24 months following the Closing Date (as defined below). The LIFE Units will not be subject to resale restrictions pursuant to applicable Canadian securities laws.

Each holder of Common Shares is entitled to receive notice of and to attend any meetings of Tectonic’s shareholders and is entitled to one vote for each Common Share held at such time. Each holder of Common Shares is entitled to receive dividends, if any, as and when declared by Tectonic’s board of directors and participate equally in any distribution of net assets.

The Company is entitled to designate a list of purchasers (the “ President’s List ”) under the Offering and the Concurrent Financing (as defined below) for gross proceeds of an amount to be mutually agreed upon by the Company and the Agents.

Offering Price:

$0.11 per LIFE Unit.

Offering Amount:

There is no minimum amount. Maximum of 20,100,115 LIFE Units, for maximum gross proceeds of $2,211,012.65.

Closing Date:

The Offering is expected to close on or about August 4, 2023, or such earlier or later date as may be agreed upon by the Company and the Agents (the “ Closing Date ”).

Exchange: The Common Shares are listed on the TSX Venture Exchange (“ TSXV ”) under the symbol “TECT”, the OTCQB trading platform in the United States under the trading symbol “TETOF” and on the Frankfurt Stock Exchange under the trading symbol “T15B”.

Last Closing Price: On July 12, 2023, the last trading day prior to the date of this Offering Document, the closing price of the Common Shares on the TSXV was $0.11.

No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This Offering may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.

Tectonic is conducting a listed issuer financing under section 5A.2 of National Instrument 45-106 — Prospectus Exemptions . In connection with this Offering, the Company represents the following is true:

The Company has active operations and its principal asset is not cash, cash equivalents or its exchange listing;
The Company has filed all periodic and timely disclosure documents that it is required to have filed;
The total dollar amount of this Offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption in the 12 months immediately before the date of this offering document, will not exceed $5,000,000;
The Company will not close this Offering unless the Company reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution; and
The Company will not allocate the available funds from this Offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the issuer seeks security holder approval.

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Offering Document contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “anticipates”, “believes”,

“estimates”, “expects” and similar expressions, or the negatives of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “should”, “might”, or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this Offering Document speak only as of the date of this offering document or as of the date specified in such statement. Specifically, this Offering Document includes, but is not limited to, forward-looking statements regarding: the Company’s expectations with respect to the use of proceeds and the use of the available funds following completion of the Offering, the completion of the Offering, if it is to be completed at all; the expected Closing Date; the completion of the Concurrent Financing and completion of the Company’s business objectives, and the timing, costs, and benefits thereof; and the expected benefits of the advisory agreement with Market Climber Inc..

Inherent in forward-looking statements are risks, uncertainties and other factors beyond Tectonic’s ability to predict or control. These risks, uncertainties and other factors include, but are not limited to, base and precious metal exploration, price volatility, changes in debt and equity markets, timing and availability of external financing on acceptable terms, the uncertainties involved in interpreting geological data and confirming title to Tectonic’s properties, the possibility that future exploration results will not be consistent with the Company’s expectations, increases in costs, environmental compliance, changes in environmental and other local legislation and regulation, interest rate and exchange rate fluctuations, changes in economic and political conditions and other risks involved in the minerals exploration and development industry. Readers are cautioned that the foregoing list of factors is not exhaustive of the factors that may affect the forward-looking statements. Actual results and developments are likely to differ, and may differ materially from those expressed or implied by the forward-looking statements contained in the Offering Document. Such statements are based on a number of assumptions about the following: the availability of financing for Tectonic’s exploration and development activities; operating and exploration costs; Tectonic’s ability to retain and attract skilled staff; timing of the receipt of regulatory and governmental approvals for exploration projects and other operations; market competition; and general business and economic conditions.

Forward-looking statements may be affected by known and unknown risks, uncertainties and other factors including without limitation, those referred to in this Offering Document that may cause Tectonic’s actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise any forward-looking statements, whether as a result of new information or future events or otherwise, except as may be required by law. If Tectonic does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

CURRENCY

Unless otherwise indicated, all references to “$”, “C$” or “dollars” in this Offering Document refer to Canadian dollars, which is the Company’s functional currency.

SUMMARY DESCRIPTION OF BUSINESS

What is our business?

Tectonic is a mineral exploration company involved directly, and indirectly through its subsidiaries, in the identification, acquisition and exploration of mineral properties primarily in the State of Alaska. The Company’s exploration is focused on discovering and delineating gold resources.

Since incorporation, the Company has taken the following steps in developing its business: (i) identified and acquired mineral properties with sufficient merit to warrant exploration; (ii) raised funds to progress the Company’s exploration activities on its material property; and (iii) recruited directors, officers and employees with the skills required to operate a junior public mineral exploration property.

Recent developments

On June 30, 2023, the Company announced that it entered into an agreement with Market Climber Inc. to enhance corporate marketing materials, investor targeting, investor engagement, relationship management and other strategic capital market advisory.

On June 26, 2023, the Company announced the closing of the first tranche of the Concurrent Financing and the sale of units pursuant to the listed issuer financing exemption for aggregate gross proceeds of $3,346,784.76.

On February 16, 2023, the Company announced metallurgical test results from the Company’s Flat Gold project (the “ Flat Project ”), an intrusion-hosted, bulk tonnage gold system located in southwestern Alaska. Exceptional results prompted Tectonic to conduct a follow-up bottle roll test at a coarser crush. The success of Tectonic’s metallurgical program warrants investigating column leach testing as a next step to determine if the mineralization at the Flat Project is amenable to heap leaching.

On January 24, 2023, the Company announced its decision to terminate the mineral lease agreement on the Company’s Seventymile Gold project in accordance with the terms of the lease agreement with Doyon, Limited.

Concurrent Financing

In addition to the LIFE Units offered in connection with the Offering, the Company will also offer up to 4,020,023 units of the Company (“ Hold Units ”) at a price of $0.11 per Hold Unit by way of private placement (i) in the Qualifying Jurisdictions pursuant to the “accredited investor” exemption from the prospectus requirements in accordance with National Instrument 45-106 – Prospectus Exemptions ; and (ii) in the United States pursuant to exemptions from the registration requirements under Rule 144A and/or Regulation D of the U.S. Securities Act of 1933, for additional aggregate gross proceeds to the Company of up to $442,202.53 (the “ Concurrent Financing ”). Each Hold Unit will be comprised of one Common Share and one-half of one Common Share purchase warrant (each full warrant, a “ Warrant ”). The Warrants will be non-transferrable and entitle the holder thereof to acquire one Common Share (a “ Warrant Share ”) at an exercise price of $0.15 per Warrant Share for a period of 24 months following the Closing Date. The Hold Units will be subject to a statutory hold period of four months in accordance with applicable Canadian securities laws.

Material facts

Certain insiders of the Company, including Tectonic’s largest shareholder, Crescat Capital, who currently owns 19.30% of the issued and outstanding Common Shares of Tectonic, have disclosed their intention to participate in the Offering and the Concurrent Financing. Such participation constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the Common Shares purchased by insiders, nor the consideration for the Common Shares paid by such insiders, will exceed 25% of the Company’s market capitalization.

There are no material facts about the LIFE Units that have not been disclosed in this Offering Document or in any other document filed by the Company in the 12 months preceding the date of this Offering Document and the date the Company’s most recent audited annual financial statements were filed.

What are the business objectives that we expect to accomplish using the available funds?

The net proceeds of the Offering, together with proceeds raised from the Concurrent Financing, are expected to be used for general corporate and working capital purposes and to advance the Flat Project by completing the drilling and exploration program as well as assays and lab tests/results.

Business Objectives and Milestones Drill and exploration program Assays and lab tests/results	Target Completion September 2023 September 2023	Projected Cost $5,000,000 $500,000

USE OF AVAILABLE FUNDS

What will our available funds be upon the closing of the Offering?

Based on the Company’s existing working capital as at June 30, 2023, of approximately $4,250,000, the Company’s expected availability of funds following closing of the Offering is expected to be approximately $6,770,215 in the case of the maximum Offering amount.

A B C D E F G	Amount to be raised by this Offering: Selling commissions and fees: Estimated Offering costs: (e.g., legal, accounting, audit) Net proceeds of Offering: (D = A - (B + C)) Working capital as at most recent month end (deficiency): Additional sources of funding(1): Total available funds: (G = D + E + F)	Assuming 100% of Offering
		$2,211,013 $73,000 $60,000 $2,078,013 $4,100,000 $427,687
		$6,605,700

Note:

(1) Assumes completion of the Concurrent Financing.

How will we use the available funds?

The Company intends to use the net proceeds from this Offering to fund the advancement of the Flat Project and for general corporate and working capital purposes:

Intended Use of Available Funds Advancement of the Flat Project General working capital Total:	Assuming 100% of Offering
	$5,500,000 $1,105,700
	$6,605,700

Note:

(1) Funds included in general working capital may be allocated to corporate expenses, business development, and to other activities.

The above noted allocation represents the Company’s current intentions with respect to its use of proceeds based on current knowledge, planning and expectations of management of the Company. Although the Company intends to expend the proceeds from this Offering as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including the Company’s ability to execute on its business plan and financing objectives. The Company has had negative cash flow from operating activities and reported a net loss and comprehensive loss of $4,006,282 for the year ended December 31, 2022. The Company anticipates that negative operating cash flows will continue as long as it remains in the exploration stage, and to the extent that the Company has negative cash flows from operating activities in the future periods, the net proceeds from this Offering may be used to fund such negative cash flow from operating activities in future periods.

The Company’s most recent audited and interim financial statements included a going concern note. As the Company is in the exploration stage, the recoverability of amounts for exploration and evaluation of assets and the Company’s ability to continue as a going concern is dependent upon the discovery of economically recoverable reserves, continuation of the Company’s interest in the underlying resource claims, the ability of the Company to obtain necessary financing to complete their development and upon future profitable production or proceeds from the disposition thereof. The Offering is intended to permit the Company to continue to explore its properties, and is not expected to affect the decision to include a going concern note in the next annual financial statements of the Company.

How have we used the other funds we have raised in the past 12 months?

Variance and Impact of on Business Intended Use of Use of Funds to Objectives and Previous Financings Funds Date Milestones First tranche of the The net proceeds $3.3m cash The Company is of the offering will remaining as beginning its be used to advance required for the exploration the Company’s Flat Project projects as Flat Project and summer program intended. for general and working working capital. capital

June 23, 2023: First tranche of the Concurrent Financing and the issuance of units under the listed issuer financing exemption. A total of 30,425,316 units of the Company at a price of $0.11 per unit. Each unit is comprised of one Common Share and one-half of one Warrant for aggregate gross proceeds of $3,346,784.76

Variance and Impact of on Business Intended Use of Use of Funds to Objectives and Previous Financings Funds Date Milestones Private placement of The net proceeds $3,100,900, used The Company has of the offering as intended less progressed its were used to approximately exploration advance the $1.0m cash projects as Company’s Flat remaining as intended. Project and for required for the general working Flat Project capital. summer program and working capital.

November 18, 2022: Private placement of 38,761,250 units of the Company at a price of $0.08 per unit. Each unit is comprised of one Common Share and one Warrant for aggregate gross proceeds of $3,100,900.

FEES AND COMMISSIONS

Who are the dealers or finders that we have engaged in connection with this Offering, if any, and what are their fees?

Agents:	The Company has engaged Canaccord Genuity Corp. as lead agent and sole
	bookrunner and 3L Capital will also be acting as an agent to this Offering.
Compensation Type:	A cash fee and compensation warrants.
Cash Fee:	Cash commission equal to 6.0% of the gross proceeds of the Offering (the
	“Cash Commission”), other than from the sale to certain President’s List
	purchasers identified by the Company and agreed to by the Agents, for
	which a 1.0% to 2.0% Cash Commission will be payable.
Compensation	A number of compensation warrants (“Compensation Warrants”) equal to
Warrants:	6.0% of the amount of LIFE Units sold under the Offering, other than from
	the sale to certain President’s List purchasers identified by the Company and
	agreed to by the Agents, for which the number of Compensation Warrants
	will be 1.0% to 2.0% of the amount of LIFE Units sold.

The Compensation Warrants will be exercisable for a period of 24 months following closing at an exercise price of $0.11.

Do the Agents have a conflict of interest?

To the knowledge of the Company, it is not a “related issuer” or “connected issuer” of or to the Agents, as such terms are defined in National Instrument 33-105 – Underwriting Conflicts .

PURCHASERS’ RIGHTS

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this Offering Document, you have a right:

(a) to rescind your purchase of these securities with the Company, or
(b) to damages against the Company and may, in certain jurisdictions, have a statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the LIFE Units.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal adviser.

The rights provided for under the Listed Issuer Financing Exemption are for the benefit of all purchasers.

ADDITIONAL INFORMATION

Where can you find more information about us?

The Company’s continuous disclosure filings with applicable securities regulatory authorities in the provinces and territories of Canada are available electronically under the Company’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

Please refer to Appendix “A” — “Acknowledgements, Covenants, Representations and Warranties of the Purchaser” and Appendix “B” — “Indirect Collection of Personal Information” attached hereto.

For further information regarding Tectonic, visit our website at: https://www.tectonicmetals.com/

Purchasers should read this Offering Document and consult their own professional advisors to assess the income tax, legal, risk factors and other aspects of their investment of the LIFE Units.

APPENDIX A ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Each purchaser of the LIFE Units (the “ Purchaser ”) makes, and is deemed to make, the following acknowledgements, covenants, representations and warranties to the Company and the Agents, as at the date hereof, and as of the closing date which will take place on or about August 4, 2023:

(a) the Purchaser is resident in the jurisdiction disclosed to the Agents or the Company and the Purchaser was solicited to purchase in such jurisdiction;
(b) the Purchaser has not received, nor has the Purchaser requested, nor does the Purchaser have any need to receive, any prospectus, sales or advertising literature, offering memorandum or any other document (other than an annual or interim report, financial statements or any other document, other than an offering memorandum, the content of which is prescribed by statute or regulation) describing or purporting to describe the business and affairs of the Company which has been prepared for delivery to, and review by, prospective purchasers in order to assist them in making an investment decision in respect of the purchase of the LIFE Units pursuant to the Offering;
(c) the Purchaser has relied only upon publicly available information relating to the Company and not upon any verbal or written representation as to fact, and the Purchaser acknowledges that the Company has not made any written representations, warranties or covenants in respect of such publicly available information except as set forth in this Offering Document. Without limiting the generality of the foregoing, except as may be provided herein, no person has made any written or oral representation to the Purchaser that any person will re-sell or re-purchase the LIFE Units or refund any of the purchase price of the LIFE Units, or that the LIFE Units will be listed on any exchange or quoted on any quotation and trade reporting system, or that application has been or will be made to list any such security on any exchange or quote the security on any quotation and trade reporting system, and no person has given any undertaking to the Purchaser relating to the future value or price of the LIFE Units;
(d) legal counsel retained by the Company is acting as counsel to the Company and not as counsel to the Purchaser and the Purchaser may not rely upon such counsel. The Purchaser should obtain independent legal and tax advice as it considers appropriate in connection with the performance of this offering document and the transactions contemplated under this Offering Document, and that the Purchaser is not relying on legal or tax advice provided by the Company or its counsel;
(e) the Purchaser acknowledges that:
(i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Offering;
(ii) there is no government or other insurance covering the Offering;
(iii) there are risks associated with the purchase of the Offering;
(f) the Company has advised the Purchaser that the Company is relying on an exemption from the requirements to provide the Purchaser with a prospectus and to sell the LIFE Units

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through a person or company registered to sell securities under applicable securities laws and, as a consequence of acquiring the LIFE Units pursuant to this exemption, certain protections, rights and remedies provided by the applicable securities laws, including statutory rights of rescission or damages, will not be available to the Purchaser and the Purchaser may not receive information that would otherwise be required to be given; and

(g) the Purchaser either (A) is not an “insider” of the Company or a “registrant” (each as defined under applicable securities laws of British Columbia) or (B) has identified itself to the Company as either an “insider” or a “registrant” (each as defined under applicable securities laws of British Columbia);
(h) if the Purchaser is:
(i) a corporation, the Purchaser is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to subscribe for the LIFE Units pursuant to the terms set out in this Offering Document;
(ii) a partnership, syndicate or other form of unincorporated organization, the Purchaser has the necessary legal capacity and authority to subscribe for the LIFE Units pursuant to the terms set out in this Offering Document and has obtained all necessary approvals in respect thereof; or
(iii) an individual, the Purchaser is of the full age of majority and is legally competent to subscribe for the LIFE Units pursuant to the terms set out in this Offering Document;
(i) the subscription for the LIFE Units and the completion of the transactions described herein by the Purchaser will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents, bylaws or resolutions of the Purchaser if the Purchaser is not an individual, the applicable securities laws or any other laws applicable to the Purchaser, any agreement to which the Purchaser is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Purchaser;
(j) the Purchaser is not purchasing the LIFE Units with knowledge of any material fact or material change about the Company that has not been generally disclosed and the decision of the Purchaser, to acquire LIFE Units has not been made as a result of any oral or written representation as to fact or otherwise made by, or on behalf of, the Company or any other person and is based entirely upon the Offering Document;
(k) the Purchaser is aware that the LIFE Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or the securities laws of any state of the United States and that the LIFE Units may not be offered, sold or otherwise disposed of, directly or indirectly, in the United States, any state or territory of the United States or the District of Columbia, without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an exemption from such registration and it acknowledges that the Company has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the sale or resale of the LIFE Units;

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(l) the funds representing the aggregate subscription funds which will be advanced by the Purchaser to the Company hereunder, as applicable, will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “ PCMLTFA ”) or for the purposes of the United States’ Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act , as may be amended from time to time (the “ PATRIOT Act ”) and the Purchaser acknowledges that the Company may in the future be required by law to disclose the Purchaser’s name and other information relating to the Purchaser’s subscription of the LIFE Units, on a confidential basis, pursuant to the PCMLTFA and the PATRIOT Act, and that, to the best of its knowledge: (i) none of the subscription funds to be provided by the Purchaser (A) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States or any other jurisdiction; or (B) are being tendered on behalf of a person who has not been identified to the Purchaser; and (ii) it will promptly notify the Company if the Purchaser discovers that any of such representations ceases to be true, and to provide the Company with appropriate information in connection therewith;
(m) neither the Company, the Agents, nor any of their respective directors, employees, officers, affiliates or agents has made any written or oral representations to the Purchaser: (i) that any person will resell or repurchase the LIFE Units; (ii) that any person will refund all or any part of the purchase price of the shares acquired by the Purchaser; or (iii) as to the future price or value of the LIFE Units;
(n) if required by applicable securities laws or the Company, the Purchaser will execute, deliver and file or assist the Company in filing such reports, undertakings and other documents with respect to the issue and/or sale of the LIFE Units as may be required by any securities commission, stock exchange or other regulatory authority;
(o) the Purchaser has obtained all necessary consents and authorities to enable it to agree to subscribe for the LIFE Units pursuant to the terms set out in this Offering Document and the Purchaser has otherwise observed all applicable laws, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in any territory in connection with the purchase of the LIFE Units and the Purchaser has not taken any action which will or may result in the Company acting in breach of any regulatory or legal requirements of any territory in connection with the Offering or the Purchaser’s subscription;
(p) the Purchaser is purchasing the LIFE Units for investment purposes only and not with a view to resale or distribution; and
(q) the Purchaser acknowledges that certain fees and commissions may be payable by the Company in connection with the Offering.

APPENDIX “B” INDIRECT COLLECTION OF PERSONAL INFORMATION

Indirect Collection of Personal Information

By purchasing the LIFE Units, the Purchaser acknowledges that the Company and their respective agents and advisers may each collect, use and disclose the Purchaser’s name and other specified personally identifiable information (including his, her or its name, jurisdiction of residence, address, telephone number, email address and aggregate value of the LIFE Units that it has purchased) (the “Information ”) , for purposes of (i) meeting legal, regulatory, stock exchange and audit requirements and as otherwise permitted or required by law or regulation, and (ii) issuing ownership statements issued under a direct registration system or other electronic book-entry system, or certificates that may be issued, as applicable, representing the LIFE Units to be issued to the Purchaser. The Information may also be disclosed by the Company to: (i) stock exchanges, (ii) revenue or taxing authorities and (iii) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering. The Purchaser is deemed to be consenting to the disclosure of the Information.

By purchasing the LIFE Units the Purchaser acknowledges (A) that Information concerning the Purchaser will be disclosed to the relevant Canadian securities regulatory authorities and may become available to the public in accordance with the requirements of applicable securities and freedom of information laws and the Purchaser consents to the disclosure of the Information; (B) the Information is being collected indirectly by the applicable Canadian securities regulatory authorities under the authority granted to them in securities legislation; and (C) the Information is being collected for the purposes of the administration and enforcement of the applicable Canadian securities legislation; and by purchasing the LIFE Units, the Purchaser shall be deemed to have authorized such indirect collection of personal information by the relevant Canadian securities regulatory authorities.

The Purchaser may contact the following public official in the applicable province with respect to questions about the commission’s indirect collection of such Information at the following address, telephone number and email address (if any):

Alberta Securities Commission Suite 600, 250 – 5[th] Street SW Calgary, Alberta T2P 0R4 Telephone: 403-297-6454 Toll free in Canada: 1-877-355-0585 Facsimile: 403-297-2082 Public official contact regarding indirect collection of information: FOIP Coordinator

Financial and Consumer Services Commission (New Brunswick) 85 Charlotte Street, Suite 300 Saint John, New Brunswick E2L 2J2 Telephone: 506-658-3060 Toll free in Canada: 1-866-933-2222 Facsimile: 506-658-3059 Email: [email protected] Public official contact regarding indirect collection of information: Chief Executive Officer and Privacy Officer

British Columbia Securities Commission collection of information: Chief Executive P.O. Box 10142, Pacific Centre Officer and Privacy Officer 701 West Georgia Street Vancouver, British Columbia V7Y 1L2 Government of Newfoundland and Inquiries: 604-899-6854 Labrador Toll free in Canada: 1-800-373-6393 Financial Services Regulation Division Facsimile: 604-899-6581 P.O. Box 8700 Email: [email protected] Confederation Building Public official contact regarding indirect 2nd Floor, West Block collection of information: FOI Inquiries Prince Philip Drive St. John’s, Newfoundland and Labrador A1B The Manitoba Securities Commission 4J6 500 – 400 St. Mary Avenue Attention: Director of Securities Winnipeg, Manitoba R3C 4K5 Telephone: 709-729-4189 Telephone: 204-945-2561 Facsimile: 709-729-6187 Toll free in Manitoba: 1-800-655-5244 Public official contact regarding indirect Facsimile: 204-945-0330 collection of information: Superintendent of Securities

The Manitoba Securities Commission 500 – 400 St. Mary Avenue Winnipeg, Manitoba R3C 4K5 Telephone: 204-945-2561 Toll free in Manitoba: 1-800-655-5244 Facsimile: 204-945-0330 Public official contact regarding indirect collection of information: Director

Nova Scotia Securities Commission Suite 400, 5251 Duke Street Duke Tower P.O. Box 458 Halifax, Nova Scotia B3J 2P8 Telephone: 902-424-7768 Facsimile: 902-424-4625 Public official contact regarding indirect collection of information: Executive Director

Ontario Securities Commission 20 Queen Street West, 22nd Floor Toronto, Ontario M5H 3S8 Telephone: 416-593-8314 Toll free in Canada: 1-877-785-1555 Facsimile: 416-593-8122 Email: [email protected] Public official contact regarding indirect collection of information: Inquiries Officer

Prince Edward Island Securities Office

95 Rochford Street, 4th Floor Shaw Building P.O. Box 2000 Charlottetown, Prince Edward Island C1A 7N8 Telephone: 902-368-4569 Facsimile: 902-368-5283 Public official contact regarding indirect collection of information: Superintendent of Securities

Financial and Consumer Affairs Authority of Saskatchewan Suite 601 - 1919 Saskatchewan Drive Regina, Saskatchewan S4P 4H2 Telephone: 306-787-5842 Facsimile: 306-787-5899 Public official contact regarding indirect collection of information: Director

Autorité des Marchés Financiers

800, Square Victoria, 22e étage C.P. 246, Tour de la Bourse Montréal, Québec H4Z 1G3 Telephone: 514 395-0337 or 1 877 525-0337 Facsimile: 514 864-6381 Public official contact regarding indirect collection of information: Secrétaire générale

CERTIFICATE

Dated: July 13, 2023

This Offering Document, together with any document filed under Canadian securities legislation on or after July 13, 2022, contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.

(Signed) “ Tony Reda ” Tony Reda President and Chief Executive Officer

(Signed) “ Oliver Foeste ” Oliver Foeste Chief Financial Officer and Corporate Secretary

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Tectonic Metals Inc. Capital/Financing Update 2023

47598_rns_2023-07-13_e2d15b59-5296-494d-acd4-d0af4ff5a173.pdf