Tectonic Metals Announces Milestone Strategic Financing With Alaska Native Regional Corporation, Doyon, Ltd.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, B.C. – Tectonic Metals Inc. (TECT: TSX-V) (“Tectonic” or the “Company”) and Doyon, Ltd (“Doyon”), one of Alaska’s largest Native Regional Corporations, are pleased to announce that Doyon will be Tectonic’s largest, single shareholder upon closing of a C$2,094,600 (USD$1,500,000) strategic investment into Tectonic that grants Doyon a 22.3% ownership in Tectonic on a partially diluted basis.
Tectonic and Doyon CEO interview, please click to view: https://youtu.be/THC9HaW40-c
Tectonic and Doyon CEO Live Webinar
Tectonic and Doyon are hosting a live webinar on Tuesday, April 21st at 11:00 am EDT / 8:00 am PST. The CEOs of both companies will be presenting and will be available to answer questions following the presentation. Online registration and participation details are available by clicking the following link: https://bit.ly/2xiiJS0
For those unable to participate, a recording of the webinar will be posted to the Company’s website, www.tectonicmetals.com, following the live broadcast.
Tectonic’s President and CEO, Tony Reda, says, “With Doyon as a significant shareholder, Tectonic is positioned to build value during one of the most challenging economic climates the world has ever experienced. This landmark deal is just one step of many continuing to unfold that strengthens the partnership between Tectonic and Doyon as we explore the rich mineral potential of Alaska together. We are honoured and excited to have Doyon as a shareholder and partner as we continue our endeavour to be a pioneering mineral exploration company committed to high standards of environmental stewardship, early and ongoing community engagement and maximizing social and economic benefits to the communities in which we live and operate in.”
Doyon’s President and CEO, Aaron Schutt, states, “It’s a joy to work on something positive like this in the midst of dealing with daily issues arising from COVID-19. The team at Tectonic has a proven track record in finding resources and working closely with First Nations in the North. Life, business and strong relationships such as Doyon’s and Tectonic’s will continue and thrive post-COVID-19. We are pleased to deepen the partnership with Tectonic and look forward to working with them for many years to come.”
Doyon’s Chief Financial Officer, Patrick Duke, comments, “This investment in Tectonic reflects Doyon’s goal of responsible economic development in our region by exploring for natural resources while also protecting and enhancing our land.”
The Financing and Pre-Emptive Right to Maintain
Doyon has agreed to purchase 10,473,000 units of Tectonic for a subscription price of C$0.20 per unit. Each unit is comprised of one common share of Tectonic and one-half common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will have an exercise price of C$0.40 and will expire two years from the date of closing.
The Warrants are subject to an acceleration clause whereby if the volume-weighted average trading price of Tectonic’s common shares on the TSX Venture Exchange (the “TSXV”) is C$0.56 or greater for a period of ten (10) consecutive trading days (whether or not trading occurs on all such days), Tectonic has the right to accelerate the expiry date of the Warrants to thirty (30) days from the date of issuance of a news release by Tectonic announcing the accelerated exercise period.
Doyon has agreed not to exercise any Warrants if as a result of such exercise it causes Doyon to hold more than 19.99% of the total outstanding common shares of Tectonic, together with all other common shares beneficially held by Doyon, directly or indirectly, unless and until the shareholders of Tectonic have passed a resolution approving such exercise of the Warrants in accordance with the applicable rules and policies of the TSXV.
On closing of the Financing, Doyon will be granted a pre-emptive right to maintain its pro-rata interest pursuant to the terms of the investment agreement for as long as Doyon owns more than 10.0% of the common shares of Tectonic (calculated on a partially diluted basis).
Proceeds from the Financing will be used for general working capital. Closing is subject to the conditional acceptance of the TSXV.
Early Warning Report
Prior to closing the Financing, Doyon does not hold any common shares in Tectonic. Upon closing of the Financing, Doyon will purchase 10,473,000 Units for C$0.20 per Unit, for aggregate gross proceeds to Company of C$2,094,600, and Doyon will own 10,473,000 common shares representing approximately 16.1% of Tectonic’s outstanding common shares and Warrants to acquire 5,236,500 common shares of the Company. Assuming the exercise in full of the Warrants and a resolution approving such exercise of the Warrants has been passed by the shareholders of Tectonic, Doyon would own 15,709,500 common shares representing approximately 22.3% of the Tectonic’s current issued and outstanding common shares.
The head office address of Tectonic is 312-744 West Hastings Street, Vancouver, BC, V6C 1A5, Canada. The head office address of Doyon is 1 Doyon Place, Suite 300 Fairbanks, Alaska 99701-2941, USA.
Doyon acquired the common shares for investment purposes and may, from time to time, buy additional securities of Tectonic or dispose of such securities as may be deemed appropriate. The additional material terms of the Financing are described above.
A copy of the Early Warning Report filed under applicable securities laws will be available under the Tectonic’s profile on SEDAR at www.sedar.com.
How It All Began
Tectonic and Doyon initially partnered in the summer of 2018, where Tectonic was granted exclusive rights to explore, develop and mine all minerals, ores and mineral products extracted from Tectonic’s Seventymile and Northway Projects, which are situated on Doyon land. Forming partnerships and establishing production agreements on Tectonic’s early-stage projects at the onset is a critical component of Tectonic’s business model. Such discovery-to-production agreements manage risks and align the interests and expectations of all parties involved, so the task of advancing a project from discovery through to the development of a mine is more streamlined.
With more than 12.5 million acres of land and over 20,000 shareholders, Doyon is the largest private landholder in Alaska and one of the largest in North America. Doyon’s mission is to continually enhance their position as a financially secure Native Corporation and promote the economic and social well-being of their shareholders and future shareholders. They focus on strengthening the Native way of life and protecting and enhancing their land and resources.
Tectonic Metals Inc. is a mineral exploration company created and operated by an experienced and well-respected technical and financial team with a track record of wealth creation for shareholders. Key members of the Tectonic team were involved with Kaminak Gold Corporation, the Company that raised C$165 million to fund the acquisition, discovery and advancement of the Coffee Gold Project in the Yukon Territory through to the completion of a bankable feasibility study before selling the multi-million-ounce gold project to Goldcorp Inc. (now Newmont Goldcorp) for C$520 million in 2016.
Tectonic is focused on the acquisition, exploration, discovery and development of mineral resources from district-scale projects in politically stable jurisdictions that have the potential to host world-class orebodies.
Whether at home or at work, the Tectonic team is grounded on the following core values: passion, integrity, patience, focus, perseverance, honesty, fairness, accountability, respect and a play big mindset. The Company works for its shareholders and is committed to creating value for them.
This news release does not constitute an offer to sell, solicitation or offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. 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) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
On behalf of Tectonic Metals Inc. and Doyon, Limited,
President and Chief Executive Officer of Tectonic Metals Inc.
President and Chief Executive Officer of Doyon, Limited
For further information about Tectonic Metals Inc. or this news release, please visit Tectonic’s website at www.tectonicmetals.com or contact Tony Reda, President & CEO of Tectonic, at toll-free 1.888.858.9887 or by email at email@example.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 with respect to the Company’s future economic performance, the companies plans for exploration and development, the benefits of a partnership with Doyon and the closing of the Financing. 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, the 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 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 ’it’s 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.