Update: Terra Clean Energy Corp. Enters into Definitive Agreements to Acquire Uranium Claims on The San Rafael Swell, Utah, United States

Executive Summary

• Terra Clean Energy Corp. has entered into definitive agreements to acquire up to a 100% interest in two uranium properties in Emery County, Utah: the Wheel Anne Claims and the Green Vein Mesa Claims.
• The acquisition involves a tiered earn-in structure requiring cash payments, common share issuances, and exploration expenditures over a five-year period to increase ownership from 20% to 100%.
• The transaction is subject to regulatory approvals, including approval from the Canadian Securities Exchange (CSE), which defines the "Effective Date."

Key Details

• Target Assets: Wheel Anne Claims and Green Vein Mesa Claims, located in Emery County, Utah, USA.
• Wheal Anne Claims Earn-In Structure:
  • 20% Interest: USD $20,000 cash on Effective Date; 500,000 common shares within 5 business days; USD $100,000 exploration expenditures by 1st anniversary.
  • 40% Interest: Additional USD $33,333 cash; Additional 500,000 shares; Additional USD $33,333 expenditures by 2nd anniversary.
  • 60% Interest: Additional USD $46,666 cash; Additional 500,000 shares; Additional USD $33,333 expenditures by 3rd anniversary.
  • 80% Interest: Additional USD $60,000 cash; Additional 500,000 shares; Additional USD $33,334 expenditures by 4th anniversary.
  • 100% Interest: Additional USD $73,333 cash; Additional 500,000 shares; Additional USD $33,333 expenditures by 5th anniversary.
  • Royalty: Vendors retain a 2% Net Smelter Return (NSR) royalty. Terra has the option to purchase 50% of this royalty for a total cash payment of USD $666,666.
• Green Vein Mesa Claims Earn-In Structure:
  • 20% Interest: USD $10,000 cash on Effective Date; 250,000 common shares within 5 business days; USD $50,000 exploration expenditures by 1st anniversary.
  • 40% Interest: Additional USD $16,667 cash; Additional 250,000 shares; Additional USD $13,334 expenditures by 2nd anniversary.
  • 60% Interest: Additional USD $23,334 cash; Additional 250,000 shares; Additional USD $13,334 expenditures by 3rd anniversary.
  • 80% Interest: Additional USD $30,000 cash; Additional 250,000 shares; Additional USD $13,334 expenditures by 4th anniversary.
  • 100% Interest: Additional USD $36,667 cash; Additional 250,000 shares; Additional USD $13,334 expenditures by 5th anniversary.
  • Royalty: Vendors retain a 2% NSR royalty. Terra has the option to purchase 50% of this royalty for a total cash payment of USD $333,334.
• Regulatory Conditions: Agreements are subject to all regulatory approvals, specifically CSE approval. The "Effective Date" is defined as the date all such approvals are received.
• Share Hold Period: All securities issued are subject to a four-month plus one day hold period.
• Marketing Engagements:
  • Engaged Green Crescent Capital (GCC) for marketing/advertising collateral for a one-time fee of USD $5,000 (one-month term).
  • Engaged OTCWagon (OTCW) for a 38-day market awareness program for a one-time fee of C$7,500.
  • No performance factors, stock options, or other compensation tied to these marketing agreements.

Notable Quotes

• “The quick execution of the agreements shows the Company’s commitment and excitement to these assets and to our already significant portfolio of low-risk uranium assets in world renowned uranium basins" — Greg Cameron, CEO.