Magna Terra closes $2-million private placement

Mr. Lewis Lawrick reports MAGNA TERRA CLOSES UPSIZED NON-BROKERED PREMIUM FLOW-THROUGH PRIVATE PLACEMENT FOR GROSS PROCEEDS OF $2 MILLION Magna Terra Minerals Inc. has completed its previously announced non-brokered premium flow-through private placement of gross proceeds totalling $2,000,004.08. The offering consisted of an issuance of 14,814,845 premium flow-through common shares of the company at a price of 13.5 cents per common share. "We are very pleased with the investor response and resulting demand for this oversubscribed financing and the continued support of our largest shareholder Michael Gentile. The funds raised will allow us to expand our planned follow-up programs on both our Rocky Brook project in New Brunswick and our Humber project in Newfoundland and Labrador, where we made exciting new discoveries on each project in our phase 1 programs earlier this summer. In the coming days, we will provide greater detail of our planned phase 2 exploration programs for each of these projects scheduled for this fall, as well as further results obtained from our phase 1 exploration activities completed this summer. We look forward to a busy next several months advancing both Rocky Brook and Humber, as well as closing our recently announced LOI with Andean Metals for the option of our Boleadora and Luna Roja projects in Santa Cruz province, Argentina," said Lew Lawrick, president and chief executive officer, Magna Terra. 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 Humber project in western Newfoundland and Rocky Brook project in northern New Brunswick. Michael Gentile, an insider of the company, participated in the closing by acquiring 856,667 premium flow-through common shares for gross proceeds of $115,650.05. Prior to the offering, Mr. Gentile beneficially owned or controlled 17,615,000 common shares of the company, representing 19.2 per cent of the outstanding common shares of the company on a non-diluted basis. Immediately after the closing of the offering, Mr. Gentile now holds, directly and indirectly, or exercises control over 18,471,667 common shares, representing 17.4 per cent of the outstanding common shares of the company. Mr. Gentile is considered a related party and an insider of the company for the purposes of applicable securities laws and stock exchange rules. The subscription and issuance of common shares to Mr. Gentile constitute a related-party transaction, but is exempt from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as: (i) the company's securities are not listed on any stock exchange identified in Section 5.7(b) of MI 61-101; (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; and (iii) the company has received the approval of the offering from at least two-thirds of its independent directors in respect of the offering. Neither the company, nor the insider that has participated in the offering had knowledge of any material information concerning Magna Terra, or its securities, that had not been previously disclosed prior to their subscription in the offering. In connection with the offering, the company will pay a total of $54,985 in finders' fees and has issued 610,944 finders' warrants to certain eligible finders in accordance with policies of the TSX Venture Exchange. Each finder's warrant is exercisable into one common share of the company at a price of 15 cents per common share for a period of 24 months from the date of issuance. All securities issued pursuant to the offering are subject to a regulatory four-month-and-one-day hold period. The offering is subject to final approval by the TSX Venture Exchange. About Magna Terra Minerals Inc. Magna Terra is a precious- and critical-metal-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, expand 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 metal 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 metal 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 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.