Tectonic Metals : Offering Document - July 15, 2024

OFFERING DOCUMENT UNDER THE LISTED ISSUER FINANCING EXEMPTION

(the "Offering Document")

New Issue	July 15, 2024
	TECTONIC METALS INC.
	(the "Company" or "Tectonic")
	SUMMARY OF OFFERING
What are we offering?
Offering:	The Company is offering up to 41,666,667 units of the Company (the "LIFE
	Units") by way of a non-brokered 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
	$0.10 per LIFE Warrant Share for a period of 24 months following the
	Closing Date (as defined below). The securities comprising 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 certificates representing the LIFE Warrants will contain the terms and
	conditions governing the LIFE Warrants and will, among other things,
	include provisions for the appropriate adjustment in the class, number and
	price of the LIFE Warrant Shares issuable upon exercise of the LIFE
	Warrants upon the occurrence of certain customary events, including any
	subdivision, consolidation or reclassification of the Common Shares, and
	the amalgamation, arrangement or reorganization of the Company.
Offering Price:	$0.06 per LIFE Unit.

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Offering Amount:	There is no minimum amount. Maximum of 41,666,667 LIFE Units, for
	maximum gross proceeds of $2,500,000.02.
Closing Date:	The Offering is expected to close on or about August 15, 2024, or such other
	date as determined by the Company (the "Closing Date") and, in any event,
	on or before a date not later than 45 days after the filing of this Offering
	Document.
Exchange:	The Common Shares are listed on the TSX Venture Exchange (the
	"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, 2024, the last trading day prior to the date of this Offering
	Document, the closing price of the Common Shares on the TSXV was
	$0.065.

No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this Offering 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 ("NI 45-106"). 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.

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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-lookingstatements"). 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", "confirm" 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 (as defined below); the confirmation of low-cost heap leaching as a viable gold processing and extraction method at the Flat Project (as defined below); and the completion of the Company's business objectives, and the timing, costs, and benefits thereof.

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, risks inherent in base and precious metal exploration, price volatility, changes in debt and equity markets, timing and availability of external financing on acceptable terms or at all, 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.

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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 May 16, 2024, the Company announced a multi-phase metallurgical column test program to confirm low-cost heap leaching as a viable gold processing and extraction method at the Chicken Mountain bulk- tonnage intrusion target, one of six district-scale intrusion targets within the 99,840 acre Flat Gold Project ("Flat" or the "Flat Project") in southwestern Alaska.

Concurrent Financing

In addition to the LIFE Units offered in connection with the Offering, the Company is also offering up to 8,333,333 units of the Company (the "Hold Units") at a price of $0.06 per Hold Unit by way of a concurrent non-brokered private placement in (i) the Qualifying Jurisdictions pursuant to the "accredited investor" exemption from the prospectus requirements in accordance with National Instrument 45-106 - Prospectus Exemptions, (ii) the United States pursuant to exemptions from the registration requirements under Rule 144A and/or Regulation D of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and (iii) certain international jurisdictions pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of such international jurisdictions (if required), for additional aggregate gross proceeds to the Company of up to approximately $500,000 (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 $0.10 per Warrant Share for a period of 24 months following the Closing Date. The securities comprising the Hold Units will be subject to a statutory hold period of four months in accordance with applicable Canadian securities laws.

Material facts

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.

Certain insiders of the Company, including Crescat Capital, have disclosed their intention to participate in the Concurrent Financing. Such participation constitutes a "related party transaction" as defined under

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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 61-101contained 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.

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	Target Completion	Projected Cost
Drill and exploration program	September 2024	$2,250,000
Assays and lab tests/results	December 2024	$250,000

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, 2024, of approximately $625,000, the Company's expected availability of funds following closing of the Offering is expected to be approximately $3,525,000 in the case of the maximum Offering amount.

			Assuming 100% of
			Offering
A	Amount to be raised by this Offering:	$2,500,000
B	Selling commissions and fees:	$75,000
C	Estimated Offering costs:	$25,000
	(e.g., legal, accounting, audit)
D	Net proceeds of Offering:	$2,400,000
	(D = A - (B + C))
E	Working capital as at most recent month end	$625,000
	(deficiency):
F	Additional sources of funding(1):		$500,000
G	Total available funds:	$3,525,000
	(G = D + E + F)

Note:

(1) Assumes completion of the maximum amount of the Concurrent Financing.

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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 as follows:

		Assuming 100% of
Intended Use of Available Funds		Offering
Advancement of the Flat Project	$2,500,000
General working capital(1)		$1,025,000
Total:	$3,525,000

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 $9,599,008 for the year ended December 31, 2023. 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.

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

Previous Financings

June 23, 2023, August 10, 2023 and September 29, 2023:Private placement closed in three tranches with an aggregate of 74,817,098 units of the Company (the "2023 Units") issued at a price of $0.11 per 2023 Unit for aggregate gross proceeds of $8,229,880.78 (the "2023 Equity Financing"). Each 2023 Unit was comprised of one Common Share and one- half Common Share purchase warrant.

Intended Use of

Funds

The net proceeds of the 2023 Equity Financing were used to advance the Flat Project and for general working capital.

		Variance and Impact
		of on Business
		Objectives and
Use of Funds to Date		Milestones
Used as intended with		The Company has
approximately $6.8M		progressed its
spent on advancing		exploration projects as
the Flat Project in Q2		intended.
2023 and the
remainder, after
deducting share issue
costs, used for
working capital.

November 8, 2023:Early exercise warrant incentive program (the "Warrant Incentive Program") closed with the issuance of 15,793,336 Common Shares upon the exercise of previously outstanding Common Share purchase warrants, at an exercise price of $0.10, for gross proceeds of $1,579,333.60. Each participant received one Common Share as per the original warrant terms, plus as an incentive, one Common Share purchase warrant.

The net proceeds of the Warrant Incentive Program were used to advance the Flat Project and for general working capital.

Used as intended less	The Company has
approximately $0.4M	progressed its
cash remaining as	exploration projects as
required for the Flat	intended.
Project 2024 summer
program and working
capital.

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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?

Finders:	The Company may compensate certain finders (collectively, the "Finders")
	in connection with the sale of LIFE Units to purchasers introduced by the
	Finders. The identities of each Finder is not known at this time.
Compensation Type:	A cash fee and non-transferable Common Share purchase warrants (the
	"Finder Warrants").
Cash Fee:	Cash commission equal to 6.0% of the gross proceeds of the Offering raised
	from subscriptions arranged by the Finders.
Finder Warrants:	A number of Finder Warrants equal to 6.0% of the amount of LIFE Units
	sold to purchasers introduced by the Finders.
	Each Finder Warrant will be exercisable for one Common Share at an
	exercise price of $0.10 for a period of 24 months following the Closing
	Date.
	PURCHASERS' RIGHTS

Rights of Action in the Event of a Misrepresentation

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

1. to rescind your purchase of these securities with the Company, or
2. 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.

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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.sedarplus.ca.

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.

[Remainder of page intentionally left blank.]

A

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, as at the date hereof, and as of the closing date which will take place on or about August 15, 2024:

1. the Purchaser is resident in the jurisdiction disclosed to the Company and the Purchaser was solicited to purchase in such jurisdiction;
2. 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;
3. 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;
4. 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;
5. the Purchaser acknowledges that:
6. 1. no securities commission or similar regulatory authority has reviewed or passed on the merits of the Offering;
   2. there is no government or other insurance covering the Offering;
   3. there are risks associated with the purchase of the Offering;
7. 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