MANAGEMENT'S DISCUSSION AND ANALYSIS
Year Ended December 31, 2021
(Expressed in Canadian Dollars, Unless Otherwise Noted)
Management's Discussion and Analysis
Year Ended December 31, 2021
DATE OF THE REPORT: MARCH 1, 2022
This Management's Discussion and Analysis ("MD&A") relates to the financial condition and results of operations of Tectonic Metals Inc. ("Tectonic" or the "Company") together with its subsidiaries as of the date of the report. The MD&A is intended to supplement and complement the Company's audited consolidated financial statements for the year ended December 31, 2021 (the "Financial Statements"), which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). Readers are encouraged to consult the Company's audited consolidated financial statements for the year ended December 31, 2021, and the corresponding notes to the financial statements, which are available on SEDAR at www.sedar.com.The information contained within this MD&A is current to the date of the report and all figures are stated in Canadian dollars unless otherwise noted.
OVERVIEW
The Company's principal business activities include the identification, acquisition and exploration of mineral properties primarily in the United States and Canada. The Company's exploration focuses on precious and base metals with an emphasis on gold. On November 18, 2019, all the Company's outstanding common shares began trading on the Toronto Venture Stock Exchange (the "TSXV") under the symbol "TECT". On July 23, 2020, the Company's common shares began trading on the OTCQB under the symbol "TETOF". On January 25, 2021, the Company's common shares began trading on the Frankfurt Stock Exchange under the symbol "T15B".
HIGHLIGHTS AND DEVELOPMENTS
Exploration highlights
Over the course of 2021, Tectonic completed 5,018 metres ("m") of drilling, including 12 holes for 2,319m of the first-ever oriented core diamond drilling and 18 holes for 2,699m of the first-ever reverse circulation ("RC") drilling at the Company's Tibbs Gold Project, Alaska ("Tibbs"). Drilling tested known high-grade gold targets and newly discovered prospects exhibiting coincident gold-in-soil anomalies, high-grade mineralization in grab samples, and both surficial structural lineaments and subsurface geophysical anomalies. Phase I drill results have been released; Phase II assays (85% of Tectonic's total drill program) are pending.
First-Ever Drill Test of 5 Targets Possessing Characteristics Akin to the Pogo Geological Model
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o Since 2018, Tectonic has been applying the Pogo Geological Model at Tibbs to generate drill targets in search of mineralization similar to Northern Star Resources' nearby Pogo gold mine. In doing so, the Company produced compelling drill-ready gold-in-soil anomalies that share the same host rock (gneissic) and similar geochemistry (Au-As-Bi-Te) as well as interpreted high and low-angle structures observed in lineaments and Tectonic's TITAN Geophysical Survey completed during 2021.
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o Gray Lead West Drill Target: situated immediately west of one of the only known high- angle structures carrying high-grade Pogo-style gold mineralization outside of the Pogo mineral claims.
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▪ 4 holes (959m), including 424m of diamond core, which successfully intersected interpreted high and low-angle Pogo-style quartz veining; assays pending.
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▪ First ever Pogo-style quartz veining intersected in the western, gneissic host rock region of Tibbs; assays pending.
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Management's Discussion and Analysis
Year Ended December 31, 2021
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o West Trench Drill Target: Tectonic rock grab samples returned Pogo-style quartz veining up to 190 g/t
Au, representing the second surface discovery of high-grade Pogo-like quartz veining in the highly prospective western gneissic region of the property. The 190 g/t Au rock grab sample coincides with a high-tenor gold-in-soil anomaly and geophysical anomaly.
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o Johnson Saddle Drill Target: 2 holes (586m). Drill test of arcuate, high tenor gold-in-soil anomaly, including a 790 ppb Au soil sample coinciding with low-angle structures observed in TITAN geophysics and lineament analysis: assays pending.
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o Galosh Drill Target: 2 holes (357m), first ever drill test of gold-in-soil anomaly coinciding with high and low-angle structures observed in TITAN geophysics; assays pending.
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o TITAN-160 Geophysical Survey identified low and high-angle controlling structures coinciding with gold-in-soil anomalies warranting future drill follow up.
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o 2 High-Grade Rock Grab Anomaly Delineated and Drill Tested
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▪ Jorts Drill Target: Grab rock sampling returned gold values up to 50.3 g/t Au, with 11 rock samples grading greater than 20 g/t Au producing a 450m long high-grade gold rock anomaly.
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▪ Immediately followed up in 2021 with Phase II drill test consisting of 5 holes (730m); assays pending.
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o Phase I oriented diamond drill results were announced from the Michigan and Gray Lead Zones earlier this year. The program was successful in intersecting high-grade gold mineralization such as 7.69 g/t Au over 6.12m, including 33.92 g/t Au over 1.22m and 12.45 g/t Au over 5.15m, including 41.39 g/t Au over 1.26m, and determining the structural orientation of the mineralization at both the Michigan and Gray Lead Zones. Both zones are approximately 250m in length and remain open along strike and at depth.
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o Comprehensive mapping and sampling programs were completed at Tibbs South, Mt. Harper, and Maple
Leaf Projects.
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o Acquisition of Flat Gold Project, a ~92,000-acre Intrusion-hosted, bulk tonnage opportunity in the
Kuskokwim Mineral Belt with ~11,000m of historical drilling with all mineralized zones remaining open at depth and along strike and numerous untested gold-bearing trenches, rocks samples and soils located 40km from the +39-million-ounce Donlin Gold Project, jointly owned and operated by Barrick Gold Corporation (TSX: ABX; NYSE: GOLD) and NOVAGOLD Resources Inc. (TSX, NYSE American: NG).
Corporate Highlights
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o On January 25, 2021, the Company commenced trading on the Frankfurt Stock Exchange under the stock symbol "T15B".
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o In June 2021, the Company closed a non-brokered private placement for gross proceeds of $7.1 million.
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o On October 21, 2021, the Company announced the appointment of Allison Rippin Armstrong as Chair of the board succeeding the late Mel E. Benson, former Tectonic Chair, who unfortunately passed away in September.
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Management's Discussion and Analysis
Year Ended December 31, 2021
NON-BROKERED PRIVATE PLACEMENT
On June 23, 2021, the Company completed a private placement for the issuance of 71,760,560 units a $0.10 per unit for aggregate gross proceeds of $7,176,056. Each unit was comprised of one common share and one-half common share purchase warrant. Each whole warrant has an exercise price of $0.17 and expires June 23, 2023, and are subject to the Acceleration Clause.
In connection with the Non-Broker Private Placement, the Company paid finders' fees of $277,958 and issued 2,488,588 finders' warrants. Each finder's warrant is exercisable for a common share of Tectonic at an exercise price of $0.17 and expires June 23, 2023.
On June 30, 2020, the Company closed a non-brokered private placement issuance of 24,615,500 units a $0.20 per unit for aggregate gross proceeds of $4,923,100. Each unit was comprised of one common share and one-half common share purchase warrant. Each whole warrant has an exercise price of $0.40 and expire June 30, 2022 and are subject to the Acceleration Clause.
In connection with the Non-Broker Private Placement, the Company paid finders' fees of $194,826 and issued 956,130 finders warrants. Each finders warrant is exercisable for a common share of Tectonic at an exercise price of $0.20 and expires June 30, 2022.
DOYON PRIVATE PLACEMENT
On April 17, 2020, the Company closed a private placement issuance of 10,473,000 units a $0.20 per unit for aggregate gross proceeds of $2,094,600 to Doyon, Limited ("Doyon") (the "Doyon Private Placement"). Each unit was comprised of one common share and one-half common share purchase warrant (each whole warrant, a "Doyon Warrant"). Each Doyon Warrant has an exercise price of $0.40 and expire April 17, 2022.
Doyon has agreed not to exercise any Doyon Warrants if as a result of such exercise it causes Doyon to hold greater than 19.99% of the total outstanding common shares of Tectonic, unless and until the shareholders of Tectonic have passed a resolution approving such exercise of the Doyon Warrants in accordance with the applicable rules and policies of the TSXV.
The Doyon Warrants are subject to an acceleration clause whereby if the volume-weighted average trading price of Tectonic's common shares on the TSXV is $0.56 or greater for a period of ten consecutive trading days, the Company has the right to accelerate the expiry date of the Doyon Warrants to 30 days from the date of issuance of a news release announcing the accelerated exercise period (the "Acceleration Clause")
Doyon was granted a pre-emptive right to maintain its pro-rata interest for as long as Doyon owns more than 10% of the common shares of Tectonic, calculated on a partially diluted basis. As of date of this report, Doyon owns approximately 16.4% of the common shares of Tectonic, on a partially diluted basis.
ABOUT DOYON
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. In the summer of 2021, Tectonic was granted similar rights on the Flat Gold project, also 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.
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Management's Discussion and Analysis
Year Ended December 31, 2021
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.
BASE SHELF PROSPECTUS
On May 29, 2020, the Company filed a final short form base shelf prospectus (the "Prospectus"). The Prospectus allows Tectonic to offer up to $100 million of common shares, warrants, subscription receipts, debt securities, share purchase contracts and units from time to time until June 29, 2022.
TIBBS PROPERTY
Overview
On June 15, 2017, the Company and Tibbs Creek Gold, LLC ("TCG") entered into a mining lease and option agreement (the "Tibbs Agreement") where TCG granted to the Company the full and exclusive right to use, occupy and carry out mineral exploration, production, and extraction activities on the Tibbs Property to earn a 100% interest in the Tibbs Property. The Tibbs Property comprises 169 claims covering a total of 5,457.5 hectares ("Ha") located in the Big Delta B1 Quadrangle of the Fairbanks Recording District in the State of Alaska. The Tibbs Agreement is for a period of 10 years terminating June 15, 2027. The Tibbs Agreement grants TCG a 2.5% net smelter return ("NSR"), of which 1.5% can be purchased for $1,500,000 USD.
On July 30, 2019, the Company received notice from another junior mining company that seven of the claims at Tibbs wholly or partially overstake their claims, and that they are asserting the senior claim. Tectonic considers the disputed claims to be non-core, and this notice will not impact Tectonic's exploration efforts going forward on the rest of the Company's Tibbs claims. The Company is currently investigating the validity of this notice with its counsel and will not be performing any exploration work on the disputed claims until the matter is resolved.
Option Payments and Exploration Commitments
In consideration for the Tibbs Agreement, the Company paid TCG $301,973 ($230,000 USD) to December 31, 2021. The Company is committed to paying a $50,000 USD option payment each June in 2021-2027 (the "Tibbs Anniversary Payments"). The Company must incur an aggregate amount of $1,000,000 USD in exploration expenditures by June 15, 2022. The Company fulfilled this exploration expenditure commitment and is up to date on the Tibbs Anniversary Payments. Further, the Company has agreed to pay TCG a cash payment of $1,000,000 USD if the Company commences commercial production on the Tibbs Property. The Company has the option to acquire the Tibbs Property at any time during the lease term by making a lump sum payment equal to the aggregate amount of any remaining Tibbs Anniversary Payments. If during the term of the Tibbs Agreement the Company completes a preliminary economy assessment ("PEA"), the Company must make a cash payment of $25,000 USD each year to TCG in addition to the Tibbs Anniversary Payments.
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