Mr. Kevin Keough reports

ORETERRA ANNOUNCES CLOSING OF $9.3 MILLION FIRST TRANCHE OF OVERSUBSCRIBED AND UPSIZED $9.7 MILLION NON-BROKERED PRIVATE PLACEMENT, SECOND TRANCHE TO CLOSE MARCH 4

Oreterra Metals Corp., further to its news releases of Feb. 10, 2026, Feb. 12, 2026, Feb. 18, 2026, and Feb. 19, 2026, has closed the first tranche of its oversubscribed and upsized non-brokered private placement with the placement of 12,068,332 hard-dollar (HD) units of the company at a price of 45 cents per HD unit for gross proceeds of $5.43-million and the placement of 7,708,000 flow-through (FT) units at a price of 50 cents per FT unit for gross proceeds of $3.85-million. A second closing of the private placement, bringing gross proceeds to $9.7-million, 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, chief executive officer. "More than 115 separate investors participated, 83 per cent of whom are new to the company, including major funds who as a group will now own approximately 25 per cent 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."

Offering details

The non-brokered private placement is now for aggregate gross proceeds of up to $9,684,000 through the issuance of a combination of $5.5-million in hard-dollar units of the company at a price of 45 cents per HD unit and $4,184,000 in flow-through units at a price of 50 cents per FT unit.

Each HD unit, priced at 45 cents, comprises one common share of the company and one common share purchase warrant. Each HD warrant entitles the holder to acquire one additional common share of the company at an exercise price of 60 cents per share for three years following the closing of the offering.

Each FT unit, priced at 50 cents, comprises one flow-through share of the company and one common share purchase warrant. Each FT warrant entitles the holder to acquire one additional common share of the company at an exercise price of 60 cents per share for three years following the closing of the offering.

First closing details

The company paid 10 eligible finders. Nine received cash fees in the aggregate of $409,917.05 and 840,751 broker warrants. Each broker warrant entitles the holder thereof to acquire one additional common share of the company at an exercise price of 60 cents per share for three years following the closing of the offering. The 10th 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 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 that have been issued to the insiders does not exceed 25 per cent of its market capitalization.

The FT shares will qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada). An amount equal to the proceeds received from the issuance of the FT shares will be used to incur eligible resource exploration expenses that 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).

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 Dec. 31, 2027, and will be renounced by the company to the purchasers of the FT shares with an effective date no later than Dec. 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.

About Oreterra Metals Corp.

Oreterra Metals commenced trading on Feb. 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 British Columbia's Golden Triangle. The company recently released (news release dated Jan. 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 and on the company's SEDAR+ issuer profile.

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 (gold-silver-copper) workings over what is believed to be one or more porphyry centres (source: J. Biczok, PGeo, June, 2025, Kinkaid gold-copper-silver project), and the Scossa mine property in the Sleeper trend, which is a former high-grade gold producer (source: J. Biczok, PGeo, July, 2025, Scossa historic gold mine property). The company also holds a 100-per-cent 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 (volcanogenic massive sulphide) Au-Cu intersections.

We seek Safe Harbor.