Tectonic Metals Inc. — Capital/Financing Update 2025

May 22, 2025

Form 51-102F3
MATERIAL CHANGE REPORT

Item 1. Name and Address of Reporting Issuer

Tectonic Metals Inc. (“Tectonic” or the “Company”)

Suite 1400 1199 West Hastings Street
Vancouver, British Columbia, V6E 3T5

Item 2. Date of Material Changes

May 20, 2025

Item 3. News Releases

A news release announcing the material changes was disseminated on May 20, 2025 through Access Newswire and a copy filed on Tectonic’s SEDAR+ profile at www.sedarplus.ca.

Item 4. Summary of Material Changes

Share Consolidation

On May 20, 2025, the Company completed a 10-for-1 share consolidation (the “Share Consolidation” or “Consolidation”) of its common shares.

Private Placement

Concurrent to the Share Consolidation, on May 20, 2025, the Company announced the closing of its previously announced non-brokered private placement (the "Private Placement") of 25,472,600 units of the Company at a price of C$0.50 per unit (the "Unit Price"), for aggregate gross proceeds to the Company of C$12,736,300.

Item 5. Full Description of Material Changes

Share Consolidation

On May 20, 2025, the Company completed a Share Consolidation on a 10-for-1 basis of its common shares as previously announced on May 15, 2025. Immediately before the Share Consolidation, there were a total of 419,853,777 pre-Consolidation common shares (each a “Pre-Consolidation Share”) issued and outstanding. Pursuant to the Consolidation, the 419,853,777 Pre-Consolidation Shares became 41,985,370 post-Consolidation common shares (each a “Common Share”). No fractional Common Shares were issued as a result of the Consolidation, and any fractional share interest was rounded down to the nearest whole Common Share. No cash consideration was paid in respect of any fractional shares. There was no name or symbol change in conjunction with the Share Consolidation. The new CUSIP is 87877T608 and the new ISIN number is CA87877T6088 for the Common Shares.

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The exercise or conversion price and the number of Common Shares issuable under any of the Company’s outstanding warrants and stock options was proportionately adjusted to reflect the Consolidation in accordance with their respective terms.

Private Placement

On May 20, 2025, concurrent with the Share Consolidation and pursuant to the close of the Private Placement, Tectonic issued 25,472,600 post-Consolidation units (each a “Unit”) for aggregate gross proceeds of C$12,736,300, whereby each Unit consists of one Common Share of the Company and one post-Consolidation common share purchase warrant (each a “Warrant”). As a result, the Company issued 25,472,600 Common Shares and 25,472,600 Warrants. Each Warrant entitles the holder to acquire one Common Share at an exercise price of C$0.75 per share, expiring on May 20, 2027.

In connection with the Private Placement and in accordance with the policies of the TSXV, the Company paid certain finders a total of C$335,700 in cash commissions and issued an aggregate of 671,400 non-transferable Warrants (each, a “Finder’s Warrant”). Each Finder’s Warrant entitles the holder to acquire one Common Share at an exercise price of C$0.75 per share, expiring on May 20, 2027.

The Company intends to use the net proceeds from the Private Placement to advance the Company’s Flat Gold Project and for general working capital.

The Units issued under the Private Placement were offered to purchasers pursuant to the accredited investor exemption under NI 45-106. The Units are subject to a statutory hold period of four months in accordance with applicable Canadian securities laws.

The Company did not file a material change report more than 21 days before the expected closing of the Private Placement as the details were not settled until shortly prior to closing of the Private Placement.

This material change report does not constitute an offer to sell or a solicitation of an offer to buy the securities in any jurisdiction.

The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) or persons in the United States unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

No information has been omitted on the basis that it is confidential information.

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Item 8. Executive Officer
Oliver Foeste, Chief Financial Officer
Suite 1400 1199 West Hastings Street
Vancouver, British Columbia, V6E 3T5

Item 9. Date of Report
May 21, 2025

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Cautionary Note Regarding Forward-Looking Statements

Certain information in this material change report constitutes forward-looking information and statements under applicable securities law. Any statements that are contained in this material change report 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, the potential for mineralization at Tectonic's projects, any future exploration activities and the size, the receipt of any regulatory approvals, including the final approval of the TSXV and all shareholder approvals.

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 material change report 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.