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Toronto, Ontario – March 2, 2026 – Oreterra Metals Corp. (“Oreterra” or the “Company”) (TSXV: OTMC) (OTCID: OTMCF or RMIOD, FSE: D4RO, WKN: A421RQ) is pleased to announce that, further to its press releases of February 10, 2026, February 12, 2026, February 18, 2026 and February 19, 2026, it has closed the first tranche of its oversubscribed and upsized non-brokered private placement with the placement of 12,068,332 hard-dollar units (“HD Units”) of the Company at a price of $0.45 per HD Unit for gross proceeds of $5.43M and the placement of 7,708,000 flow-through units (“FT Units”) at a price of $0.50 per FT Unit for gross proceeds of $3.85M (collectively, the “First Closing”). A second closing of the private placement, bringing gross proceeds to $9.7M, is scheduled for March 4, 2026.
“The fact that this financing has attracted the extraordinary level of interest that it has, is a testament to the strength of Trek South as a porphyry copper-gold discovery prospect and the strong resurgence of market interest in such prospects,” said Kevin Keough, CEO. “More than 115 separate investors participated, 83% of whom are new to the Company, including major funds who as a group will now own approximately 25% of the Company on a fully diluted basis, and resource-knowledgeable investors from as far afield as Europe and Australia. Moreover, we also achieved exposure to most of the major mining-focused brokerage firms in the country. All of this has broadened awareness of Oreterra and its prospects as we advance, now fully financed, toward the first-ever drilling of Trek South this summer.”
The non-brokered private placement is now for aggregate gross proceeds of up to $9,684,000 through the issuance of a combination of $5,500,000 in hard-dollar units (“HD Units”) of the Company at a price of $0.45 per HD Unit and $4,184,000 in flow-through units (“FT Units”) at a price of $0.50 per FT Unit (collectively, the “Offering”).
Each HD Unit, priced at $0.45, comprises one (1) common share of the Company and one (1) common share purchase warrant (each a “HD Warrant”). Each HD Warrant entitles the holder to acquire one additional common share of the Company at an exercise price of $0.60 per share for three years following the closing of the Offering.
Each FT Unit, priced at $0.50, comprises one (1) flow-through share of the Company (each a “FT Share”) and one (1) common share purchase warrant (each an “FT Warrant”). Each FT Warrant entitles the holder to acquire one additional common share of the Company at an exercise price of $0.60 per share for three years following the closing of the Offering.
The Company paid ten eligible finders. Nine received cash fees in the aggregate of $409,917.05 and 840,751 broker warrants (each a “Broker Warrant”). Each Broker Warrant entitles the holder thereof to acquire one additional common share of the Company at an exercise price of $0.60 per share for three years following the closing of the Offering. The tenth finder received 18,000 HD Units in lieu of cash compensation of $8,100.
All securities issued under the First Closing are subject to a hold period expiring on June 28, 2026.
Three Insiders subscribed for $216,000 of the First Closing, with one insider subscribing for $150,000 of HD Units and two insiders subscribing for $66,000 of FT Units. Such insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (“MI 61-101”) by virtue of the exemptions contained in sections 5.5(a) and 5.7(1) (a) of
MI 61-101 in that the fair market value of the consideration for the securities of the Company which have been issued to the insiders does not exceed 25% of its market capitalization.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
The FT Shares will qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”). An amount equal to the proceeds received from the issuance of the FT Shares will be used to incur eligible resource exploration expenses which will qualify as (i) “Canadian exploration expenses” (as defined in the Tax Act), and (ii) as “flow-through critical mineral mining expenditures” (as defined in subsection 127(9) of the Tax Act) (collectively, the “Qualifying Expenditures”).
Expenditures in an aggregate amount not less than the proceeds raised from the issue of the FT Shares will be incurred (or deemed to be incurred) by the Company on or before December 31, 2027 and will be renounced by the Company to the purchasers of the FT Shares with an effective date no later than December 31, 2026. The net proceeds from the issuance of HD Units will be primarily used for exploration activities at the Company’s Trek property, as well as for general working capital purposes.
Oreterra Metals Corp. commenced trading on February 2, 2026, under the new ticker OTMC, following a months-long effort to restructure the former Romios Gold Resources Inc.. Management took on the task because it believes the Company’s wholly-owned Trek South porphyry copper-gold prospect represents, based upon the impressive results of the spectrum of geosciences applied to the target area to date, among the finest new targets of its kind in BC’s Golden Triangle. The Company recently released (news, January 22, 2026) a National Instrument 43-101 Technical Report for the Trek property which recommends two initial phases of drilling at Trek South, for execution in the approaching 2026 field season. A copy of the Technical Report is available on the Company’s website at www.oreterra.com, and on the Company’s SEDAR+ issuer profile at www.sedarplus.com.
Additional wholly-owned Company property interests include two former producers in Nevada: the Kinkaid claims in the Walker Lane trend covering numerous shallow Au-Ag-Cu workings over what is believed to be one or more porphyry centres (source: J.Biczok, P.Geo, June 2025, Kinkaid Gold-Copper-Silver Project, www.oreterra.com), and the Scossa mine property in the Sleeper trend which is a former high-grade gold producer (source: J.Biczok, P.Geo, July 2025, Scossa Historic Gold Mine Property, www.oreterra.com). The Company also holds a 100% interest in the large Lundmark-Akow Lake Au-Cu property adjacent to the northwest of the Musselwhite Mine in northwestern Ontario, where drilling by the Company has produced highly encouraging, broad VMS-style Au-Cu intersections.
Kevin M. Keough
Chief Executive Officer
Tel: 613 622-1916
Email: kkeough@oreterra.com
Stephen Burega
President
Tel: 647 515-3734
Email: sburega@oreterra.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking statements involving risks and uncertainties. Actual results may differ materially from those expressed or implied. The Company disclaims any obligation to update such statements except as required by law.
