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

Vancouver, 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.

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