Terra Clean arranges $2.73-million private placement

Executive Summary

• Terra Clean Energy Corp. has arranged a non-brokered private placement of up to 19,520,350 units at $0.14 per unit, raising up to $2,732,849 in gross proceeds.
• The net proceeds will be used to finance the purchase of Utah claims, future exploration and development costs, and for general working capital.
• The offering includes warrants exercisable at $0.17 per share and is being completed under the Listed Issuer Financing exemption, meaning no hold period applies to the issued units.

Key Details

• Transaction Structure: Non-brokered private placement.
• Units Offered: Minimum of 10,000,000 units; maximum of 19,520,350 units.
• Price: $0.14 per unit.
• Gross Proceeds: Minimum $1,400,000; Maximum $2,732,849.
• Warrant Terms: Each unit includes one-half (0.5) of a common share purchase warrant.
  • Exercise Price: $0.17 per common share.
  • Exercise Period: Commences 60 days following completion and expires 36 months after completion.
• Use of Proceeds:
  • Finance a portion of the purchase price of the Utah claims.
  • Fund future exploration and development costs.
  • General working capital and corporate purposes.
• Closing Date: Expected on or about November 4, 2025.
• Regulatory Conditions: Subject to customary closing conditions, including regulatory approvals and conditional approval from the Canadian Securities Exchange (CSE).
• Exemption: Offered pursuant to the Listed Issuer Financing exemption under National Instrument 45-106 (Part 5A).
• Hold Period: No hold period applies to the units issued under this exemption.
• Finder’s Fees:
  • Cash commission up to 7% of aggregate proceeds.
  • Non-transferrable finders' warrants equal to 7% of the number of units issued, exercisable at $0.14 per share for 36 months from closing.

Notable Quotes

• None provided in the text.