Tectonic Metals : Offering Document - May 9, 2023

OFFERING DOCUMENT UNDER THE LISTED ISSUER FINANCING EXEMPTION

(the "Offering Document")

New Issue	May 9, 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 agreement, to be
	entered into by the Company and Canaccord Genuity Corp., as lead agent
	and sole bookrunner (the "Lead Agent"). The Lead Agent has agreed to
	purchase 45,454,545 units of the Company (the "LIFE Units"), by way of,
	"commercially reasonable 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 Lead Agent.
Offering Price:	$0.11 per LIFE Unit.

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Offering Amount: There is no minimum amount. Maximum of 45,454,545 LIFE Units, for maximum gross proceeds of $5,000,000.

Closing Date:The Offering is expected to close on or about May 30, 2023, or such earlier or later date as may be agreed upon by the Company and the Lead Agent (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 May 8, 2023, the last trading day prior to the date of this Offering Document, the closing price of the Common Shares on the TSXV was $0.135.

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 $10,000,000;
• 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",

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"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.

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.

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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 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.

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 9,090,909 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 $1,000,000 (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 $0.15 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 Crescat Capital, 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.

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Business Objectives and Milestones	Target Completion	Projected Cost
Drill and exploration program	September 2023	$5,000,000
Assays and lab tests/results	September 2023	$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 April 30, 2023, of approximately $1,250,000, the Company's expected availability of funds following closing of the Offering is expected to be approximately $6,900,000 in the case of the maximum Offering amount.

			Assuming minimum		Assuming 100% of
			Offering only		Offering
A	Amount to be raised by this Offering:	$5,000,000	$5,000,000
B	Selling commissions and fees:	$240,000	$240,000
C	Estimated Offering costs:	$60,000	$60,000
	(e.g., legal, accounting, audit)
D	Net proceeds of Offering:	$4,700,000	$4,700,000
	(D = A - (B + C))
E	Working capital as at most recent month end	$1,250,000	$1,250,000
	(deficiency):
F	Additional sources of funding(1):		$950,000		$950,000
G	Total available funds:	$6,900,000	$6,900,000
	(G = D + E + F)

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:

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

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.

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