Newterra Resources arranges $100,000 private placement

Executive Summary

• Newterra Resources Inc. has announced a non-brokered private placement of up to two million units for gross proceeds of up to $100,000.
• Each unit consists of one common share and one common share purchase warrant, priced at five cents per unit.
• The company intends to use the proceeds for general working capital, with anticipated insider participation exempt from certain minority shareholder approval requirements.

Key Details

• Transaction Structure: Non-brokered private placement of up to 2,000,000 units.
• Price: $0.05 per unit.
• Gross Proceeds: Up to $100,000.
• Unit Composition: Each unit comprises one common share and one common share purchase warrant.
• Warrant Terms: Each warrant entitles the holder to purchase one common share at an exercise price of $0.06 per share.
• Warrant Expiry: Warrants expire 24 months after the closing date of the offering.
• Use of Proceeds: General working capital.
• Hold Period: Securities are subject to a hold period of four months and one day from the date of issuance, per Canadian Securities Exchange policies.
• Insider Participation: Insiders are anticipated to participate. This is treated as a related party transaction but is exempt from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101, as the company is not listed on specified exchanges and the fair market value of securities distributed to insiders will not exceed 25% of the company's market capitalization.
• Regulatory Basis: Offered in reliance upon exemptions from prospectus and registration requirements of applicable securities legislation.