VANCOUVER, BC / ACCESS Newswire / May 15, 2025 / Tectonic Metals Inc. ("Tectonic" or the "Company") (TSXV:TECT)(OTCQB:TETOF) is pleased to announce that, further to its news release dated April 24, 2025, the TSX Venture Exchange (the "TSX-V") has approved the Consolidation of its issued and outstanding common shares ("Common Shares") on the basis of one (1) Post-Consolidated Common Share (a "Post-Consolidated Common Share") for every ten (10) Pre-Consolidated Common Shares (the "Consolidation"). The Consolidation will become effective at the opening of trading on the Toronto Stock Exchange at 9:30 a.m. Eastern Time on May 20, 2025. The Company's shareholders previously approved the Consolidation at the Company's annual general and special meeting held on September 21, 2023, and further approval at the 10:1 ratio was provided by the Board of Directors pursuant to a resolution passed on April 24, 2025.
The Share Consolidation initiative is not driven by necessity, but rather by strategic foresight, aimed at positioning the Company and its shareholders to fully capitalize on strengthening gold prices, increasing institutional interest in gold, and Tectonic's own imminent, high-impact catalysts. There will be no name or symbol change in conjunction with the Consolidation. The new CUSIP will be 87877T608 and the new ISIN number will be CA87877T6088 for the Post-Consolidated Common Shares.
As of the date hereof, there are a total of 419,853,777 Common Shares issued and outstanding. Accordingly, upon the Consolidation becoming effective and subject to adjustments for rounding, a total of 41,985,378 Post-Consolidated Common Shares will be issued and outstanding, excluding any Post-Consolidated Common Shares issuable under the Company's previously announced non-brokered private placement. No fractional Post-Consolidated Common Shares will be issued as a result of the Consolidation, and any fractional share interest will be rounded down to the nearest whole Post-Consolidated Common Share. No cash consideration will be paid in respect of fractional shares.
The exercise or conversion price and the number of Common Shares issuable under any of the Company's outstanding warrants and stock options will be proportionately adjusted to reflect the Consolidation in accordance with their respective terms.
A letter of transmittal will be mailed to registered shareholders as at the Effective Date, providing instructions with respect to surrendering share certificates representing pre-Consolidation Shares in exchange for post-Consolidation Shares issued as a result of the Consolidation. Until surrendered, each certificate representing pre-Consolidation Shares will be deemed to represent the number of post-Consolidation Shares the holder received as a result of the Consolidation. Shareholders who hold their Shares in brokerage accounts or in book-entry form are not required to take any action.
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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 Jesse Manna, Investor Relations, toll-free at 1.888.685.8558 or by email at jesse@tectonicmetals.com
Cautionary Note Regarding Forward-Looking Statements
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 regarding the Offering, including the expected closing date and participation by certain strategic funds for the amounts described herein; the intended use of the net proceeds of the Offering, including the Company securing sufficient funds for the 2025 drill program at Alpha Bowl by the expected launch date; the potential for mineralization and planned exploration and drilling activities at Tectonic's projects, any future exploration activities and the size; the terms and closing date of the Share Consolidation, including the expected benefits for shareholders; the receipt of any regulatory approvals, including the final approval of the TSXV for the Offering and the Share Consolidation.
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 the Company securing sufficient financing for its planned exploration and drilling initiatives on acceptable terms or at all, current estimates and assumptions regarding the benefits of the Share Consolidation, 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 consummate the Offering and the Share Consolidation on the terms described herein or at all; 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.
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