MARKET WIRE NEWS

Nortec Announces Completion of $253,000 Non-Brokered Flow-Through Private Placement

MWN-AI** Summary

Nortec Minerals Corp. (TSXV: NVT) has successfully completed the first tranche of a non-brokered private placement, generating gross proceeds of $253,000. This funding was achieved through the issuance of 3,892,306 flow-through units (FT Units) priced at $0.065 each. Each FT Unit includes one common share (FT Share) classified as a flow-through share under the Canadian Income Tax Act and one common share purchase warrant (Warrant).

The Warrants grant holders the right to purchase common shares for a period of 36 months. The initial exercise price is set at C$0.065 for the first 18 months, after which it increases to C$0.11. Notably, if the volume-weighted average share price reaches or exceeds $0.10 over a period of 10 consecutive trading days, Nortec may opt to accelerate the Warrant expiry date, provided proper notice is given.

The proceeds from this private placement are earmarked for "Canadian exploration expenses," specifically targeting qualifying flow-through mining expenditures. Nortec also confirmed that no finders' fees will be paid regarding the placement.

In addition to the private placement, Nortec provided an update on its proposed acquisition of the Barker Bay Gold Property. Conditional approval for the Acquisition was granted by the TSX Venture Exchange on December 4, 2025. The company is actively working to meet the necessary conditions for closing the Acquisition, with expectations to finalize this transaction in the first quarter of 2026.

Nortec Minerals Corp. holds complete interests in two critical mineral projects in Ontario and has a 17% stake in operations in Finland. Further information on the company can be found on its SEDAR+ profile and official website.

MWN-AI** Analysis

Nortec Minerals Corp. (TSXV: NVT) has recently completed a $253,000 non-brokered private placement, issuing approximately 3.9 million flow-through units, which consist of Common Shares and associated purchase warrants. This move signals Nortec's continued commitment to advancing its exploration activities, particularly concerning its Ontario mineral properties.

The flow-through share structure provides significant tax advantages to investors and showcases a proactive approach to financing exploration. The issuance price of C$0.065 per unit indicates a strategic effort to attract investors during this critical phase. Given the issuance of warrants with exercise prices of C$0.065 over the first 18 months, followed by an increase to C$0.11, investors may find potential upside if the company's exploration yields favorable results, particularly as the market price of shares appreciates.

Nortec is also moving forward with its acquisition of the Barker Bay Gold Property, receiving conditional approval from the TSX Venture Exchange. This acquisition aligns with Nortec's strategy of enhancing its resource base through strategic transactions. The anticipated closure of this transaction in Q1 2026 could serve to elevate the company's profile and investor interest, particularly in a market that is increasingly focused on critical minerals.

Considering the overall market for junior mining companies, investors should remain cautiously optimistic about Nortec's trajectory. The company is well-positioned within the growing demand for minerals such as zinc, driven by various technological and environmental factors. The key drivers for growth will be the successful completion of the ongoing exploration activities and effective utilization of the funds raised from this private placement.

For current investors or interested parties, monitoring Nortec's exploration results and market developments surrounding critical minerals will be crucial for assessing future performance. As always, it is prudent to assess the inherent risks associated with junior mining investments, including volatility in commodity prices and operational uncertainties.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: Newsfile

Vancouver, British Columbia--(Newsfile Corp. - December 29, 2025) - NORTEC MINERALS CORP. (TSXV: NVT) ("Nortec" or the "Company") is pleased to announce completion of the first tranche of the previously announced (November 12, 2025) non-brokered private placement of flow-through Units ("FT Units"), for gross proceeds of $253,000 (the "Private Placement").

NON-BROKERED PRIVATE PLACEMENT

The Company has completed Tranche 1 having closed gross proceeds of $253,000 through the issuance of 3,892,306 units of the Company (the "FT Units") at a price of $0.065 per FT Unit. Each FT Unit consisted of one Common Share (a "FT Share"), which was issued as a "flow-through share" (as defined in subsection 66(15) of the Income Tax Act (Canada)) (the "Tax Act") and one (1) Common Share purchase warrant (a "Warrant").

Warrant Terms

  • Each Warrant shall have a term of 36-months, subject to acceleration;

  • During the first 18-months after closing of the Offering and FT Offering, or any tranche thereof, the exercise price of one full Warrant shall be C$0.065 and thereafter C$0.11 per common share;

  • Pursuant to the terms of the Warrants, if over a period of 10 consecutive trading days (a "Trading Target") between the date that is four months and one day following the Closing Date and the expiry date of the Warrants, the volume weighted average price of the Common Shares on the TSX-Venture Exchange or such other stock exchange where the majority of the trading volume occurs, exceeds or is equal to $0.10 (the "Acceleration Trading Price"), the Company may, at its sole option, accelerate the expiry date of the Warrants, provided that: (i) the Company disseminates a press release providing notice of its intention to accelerate the expiry date of the Warrants; and (ii) the accelerated expiry date of the Warrants falls on or after the 30th trading day after the date of dissemination of such press release, unless exercised by holders prior to such date.

An amount equal to the gross proceeds from the issuance of the FT Shares will be used to incur "Canadian exploration expenses" (as this term is defined in the Tax Act) that the Company may renounce pursuant to the Tax Act with an effective date not later than December 31, 2025, and that qualify either as "flow-through mining expenditures" (as this term is defined in the Tax Act).

No finders' fees are payable in respect of the Private Placement and proceeds will be used for exploration activities on its Ontario mineral properties.

The Private Placement is subject to TSX-V acceptance.

BARKER BAY GOLD PROPERTY ACQUISITION

The Company is pleased to report on the status of the proposed acquisition of the Barker Bay Gold Property (the "Acquisition") as announced via new release on November 5, 2025.

The Company received conditional approval for the Acquisition from the TSX Venture Exchange (the "TSXV") on December 4, 2025 and continues to work towards satisfying the conditions precedent to closing the Acquisition, including the completion of the concurrent private placement described in the Company's press release dated November 12, 2025 (together with Acquisition, the "Transaction").

The Company expects to close the Transaction in Q1 2026.

About Nortec Minerals Corp.

Nortec is a mineral exploration company that holds 100% interests in two exploration stage critical mineral (zinc) projects, namely the Mattagami River Zinc properties and the Sturgeon Lake VMS, both located in Ontario, Canada. Additionally, the Company holds a 17% interest in the Tammela Gold and Tammela Lithium projects in Southwest Finland. Additional information can be found on the Company's SEDAR+ profile at www.sedarplus.ca and its website at www.nortecminerals.com.

On behalf of the Board of Directors,

"Ryan Hrkac"
Chief Executive Officer
Email: investor.relations@nortecminerals.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release contains certain forward-looking statements which involve known and unknown risks, delays and uncertainties not under the Company's control which may cause actual results, performance or achievements of the Company to be materially different from the results, performance or expectations implied by these forward-looking statements. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/279114

FAQ**

How does the recent private placement by Nortec Minerals Corp. (NVT:CC) impact the company's financial stability and its ongoing projects in Vancouver and Ontario?

The recent private placement by Nortec Minerals Corp. strengthens its financial stability by providing necessary capital, enabling continued investment in its Vancouver and Ontario projects while enhancing its strategic growth prospects.

Considering the acquisition of the Barker Bay Gold Property, what strategic advantages does Nortec Minerals Corp. (NVT:CC) foresee in enhancing its resource portfolio within the Vancouver mining sector?

Nortec Minerals Corp. anticipates that acquiring the Barker Bay Gold Property will enhance its resource portfolio in the Vancouver mining sector by boosting production potential, diversifying assets, and tapping into regional synergies for greater operational efficiency and market positioning.

How does the current market conditions in Vancouver affect Nortec Minerals Corp. (NVT:CC) and its ability to attract further investments for upcoming exploration activities?

Current market conditions in Vancouver, characterized by heightened investor interest in mining assets and favorable commodity prices, may enhance Nortec Minerals Corp.'s ability to attract further investments for its upcoming exploration activities.

In light of the completion of the private placement and exploration initiatives, what are Nortec Minerals Corp. (NVT:CC)'s projected timelines for new discovery announcements or resource updates in Vancouver?

Nortec Minerals Corp. (NVT:CC) is expected to announce new discoveries and resource updates in Vancouver within the next 6 to 12 months following the completion of their private placement and exploration initiatives.

**MWN-AI FAQ is based on asking OpenAI questions about Nortec Minerals Corp. (TSXVC: NVT:CC).

Nortec Minerals Corp.

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