Mr. Kevin Keough reports

ORETERRA ANNOUNCES OVER-SUBSCRIPTION AND UPSIZING OF NON-BROKERED PRIVATE PLACEMENT TO $8 MILLION

Due to significant demand, Oreterra Metals Corp.'s non-brokered private placement financing announced on Feb. 10, 2026, will be increased by up to $2-million for aggregate gross proceeds of up to $8-million through the issuance of a combination of up to $4-million in hard-dollar units of the company at a price of 45 cents per HD unit and up to $4-million in flow-through units at a price of 50 cents per FT unit. Closing of the offering is scheduled for on or before Feb. 27, 2026.

Insiders may participate for up to 5 per cent of the offering. Such insider private placements will be 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 which will be issued to the insiders will not exceed 25 per cent of its market capitalization.

Financing details

Each HD unit, priced at 45 cents, comprises one common share of the company and one common share purchase warrant. Each HD warrant will entitle 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.

Each FT unit, priced at 50 cents, comprises one common flow-through share of the company and one common share purchase warrant. Each FT warrant will entitle 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 company may pay eligible finders a fee of 6 per cent of the proceeds from the sale of HD units or FT units in cash or securities, or a combination of both, subject to the rules of the TSX Venture Exchange.

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 gross proceeds 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) flow-through critical mineral mining expenditures (as defined in Subsection 127(9) of the tax act). Qualifying expenditures in an aggregate amount not less than the gross 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 initial 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.

It is expected that the offering will close on or before Feb. 27, 2026, or such other date or dates that the company may determine, subject to the receipt of all required regulatory approvals, including the approval of the TSX-V. All securities issued in connection with the offering will be subject to a hold period of four months and one day from the closing date in accordance with applicable Canadian securities laws.

About Oreterra Metals Corp.

Oreterra 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, 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.

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