Magna Terra Minerals increases financing to $2-million

Mr. Lewis Lawrick reports MAGNA TERRA ANNOUNCES UPSIZE TO PREMIUM FLOW-THROUGH PRIVATE PLACEMENT Magna Terra Minerals Inc., due to significant investor interest, has upsized its previously announced premium flow-through financing (refer to the news release dated July 31, 2025) by $1-million for total gross proceeds of $2-million. The fully subscribed offering will now consist of an issuance of premium flow-through common shares of the company at a price of 13.5 cents per share for a total issuance of 14,814,812 premium flow-through common shares. Of note, the company is pleased that Michael Gentile, its largest shareholder (19.2 per cent), will be participating in the offering. The gross proceeds from the issuance of the premium flow-through common shares will be used to incur Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures (as such terms are defined in the Income Tax Act (Canada)) related to the company's mineral exploration projects, primarily for preliminary exploration programs at the company's recently acquired Humber project in western Newfoundland and Rocky Brook project in northern New Brunswick. The company expects that an insider of the company will be participating in the offering. Insider subscriptions are considered to be a related party transaction for purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101 as: (i) the company's securities are not listed on any stock exchange identified in Section 5.7(b) of MI 61-101; and (ii) neither the fair market value of the common shares to be distributed in the offering nor the consideration to be received by the company for the common shares, insofar as insider participation is concerned, exceeds $2.5-million. In connection with the offering, the company may pay finders' fees in cash or securities, or a combination of both, as permitted by the policies of the TSX Venture Exchange. All securities issued pursuant to the offering will be subject to a regulatory four-month-and-one-day hold period. The offering is subject to approval by the TSX Venture Exchange. About Magna Terra Minerals Inc. Magna Terra is a precious and critical metals focused exploration company, headquartered in Toronto, Canada. Magna Terra is focused on acquiring and advancing its high-potential mineral projects in Atlantic Canada and Argentina, while generating value for shareholders and minimizing shareholder dilution through option and joint venture partnerships where appropriate, leveraging its ability to explore, grow and transact projects. The company is focused on exploring its 100-per-cent-owned Humber copper-cobalt project in Newfoundland and Labrador, its 100-per-cent-owned Rocky Brook gold and critical metals project in the historic Bathurst mining camp of New Brunswick; and its 100-per-cent-owned Cape Spencer gold project in New Brunswick. In addition, the company has optioned the Great Northern project in Newfoundland to Gold Hunter Resources Inc. for total cash and share consideration of $9.5-million over a two-year period, and currently holds an approximately 28.9-per-cent equity interest in Gold Hunter. Further, the company maintains a significant precious metals exploration portfolio in the province of Santa Cruz, Argentina, which includes the Boleadora project and the Luna Roja project, which are subject to a recently announced LOI (letter of intent) with Andean Metals Corp., as well as several additional district-scale drill-ready projects available for purchase or option/joint venture. We seek Safe Harbor.