Terra Clean arranges $2.73-million private placement

Mr. Greg Cameron reports TERRA CLEAN ANNOUNCES LIFE OFFERING Terra Clean Energy Corp. has arranged a non-brokered private placement of a minimum of 10 million units of the company and up to 19,520,350 units at a price of 14 cents per unit for aggregate minimum gross proceeds of $1.4-million and up to $2,732,849. Each unit will consist of one common share in the capital of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at an exercise price of 17 cents for a period commencing 60 days following completion of the offering until the date that is 36 months following the completion of the offering. The company intends to use the net proceeds of the offering to finance a portion of the purchase price of the Utah claims, for future exploration and development costs, and for general working capital and corporate purposes. The offering is expected to close on or about Nov. 4, 2025, and is subject to customary closing conditions of this nature, including, but not limited to, the company receiving all necessary regulatory approvals, including the conditional approval from the Canadian Securities Exchange. Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the units will be offered for sale to purchasers resident in each of the provinces and territories of Canada, except Quebec, and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. As the offering is being completed pursuant to the listed issuer financing exemption, the units issued pursuant to the offering will not be subject to a hold period pursuant to applicable Canadian securities laws. There is an offering document related to the offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision. The company may pay finders' fees to certain arm's-length finders comprising of: (i) a cash commission up to 7 per cent of the aggregate proceeds of the offering payable in cash; and (ii) non-transferrable finders' warrants of the company exercisable to acquire a number of common shares equal to 7 per cent of the number of units issued pursuant to the offering, at an exercise price of 14 cents per common share for a period of 36 months from the closing date. About Terra Clean Energy Corp. Terra Clean Energy is a Canadian-based uranium exploration and development company. The company is currently developing the South Falcon East uranium project, which holds a 6.96-million-pound inferred uranium resource within the Fraser Lakes B deposit, located in the Athabasca basin region, Saskatchewan, Canada, as well as past producing uranium mines in Utah, United States. Qualified person The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101, reviewed and approved on behalf of the company by C. Trevor Perkins, PGeo, the company's vice-president, exploration, and a qualified person as defined by National Instrument 43-101. The historical resource is described in the technical report on the South Falcon East property, filed on SEDAR+ on Feb. 9, 2023. The company is not treating the resource as current and has not completed sufficient work to classify the resource as a current mineral resource. While the company is not treating the historical resource as current, it does believe the work conducted is reliable and the information may be of assistance to readers. We seek Safe Harbor.