Terra Clean Energy Corp. Announces Agreement to Earn 100% Interest in 75 Past Producing Uranium Claims on The San Rafael Swell, Utah, United States

Executive Summary

• Terra Clean Energy Corp. announces terms to acquire up to a 100% interest in 75 uranium claims in Emery County, Utah, specifically the Wheal Anne and Green Vein Mesa claim groups.
• The transaction involves a staged 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 assets cover nine past-producing uranium mines with historical production of several hundred thousand tons of ore, offering exposure to near-surface uranium opportunities in a low-risk jurisdiction with existing infrastructure.

Key Details

• Assets Acquired: Up to 100% interest in 75 uranium claims in Emery County, Utah, divided into two groups:
  • Wheal Anne Claim Group: ~130 hectares, covering the former Lucky Strike Mine and related occurrences.
  • Green Vein Mesa Claim Group: ~300 hectares, covering the former Payday, Hertz, and Green Vein group of mines.
• Historical Production & Geology:
  • Nine past-producing uranium mines on the claims produced several hundred thousand tons of ore grading up to 1% U3O8.
  • Lucky Strike Mine (1949 discovery) produced >10,000 tons of ore grading 0.22% U3O8 and 0.09% V2O5.
  • Hertz Mine reportedly had local samples up to 1% U3O8.
  • Surface visibility of Uranium, Vanadium, Copper, and Cobalt with readings up to 21,000 CPS (equating to ~0.22% U3O8).
  • Located in the San Rafael Swell, a significant uranium mining district with Triassic/Jurassic sedimentary rocks hosting uranium.
• Transaction Structure (Earn-In):
  • Wheal Anne Claims:
    • Earn 20%: $20,000 cash + 500,000 shares + $100,000 exploration expenditures.
    • Earn 40%: Additional $33,333 cash + 500,000 shares + $33,333 expenditures.
    • Earn 60%: Additional $46,666 cash + 500,000 shares + $33,333 expenditures.
    • Earn 80%: Additional $60,000 cash + 500,000 shares + $33,334 expenditures.
    • Earn 100%: Additional $73,333 cash + 500,000 shares + $33,333 expenditures.
    • Royalty: 2% Net Smelter Return (NSR) retained by vendors; Terra has option to buy 50% of royalty for $666,666.
  • Green Vein Mesa Claims:
    • Earn 20%: $10,000 cash + 250,000 shares + $50,000 exploration expenditures.
    • Earn 40%: Additional $16,667 cash + 250,000 shares + $13,334 expenditures.
    • Earn 60%: Additional $23,334 cash + 250,000 shares + $13,334 expenditures.
    • Earn 80%: Additional $30,000 cash + 250,000 shares + $13,334 expenditures.
    • Earn 100%: Additional $36,667 cash + 250,000 shares + $13,334 expenditures.
    • Royalty: 2% NSR retained by vendors; Terra has option to buy 50% of royalty for $333,334.
• Total Potential Consideration:
  • Total Cash: ~$300,000 (Wheal Anne) + ~$116,668 (Green Vein) = ~$416,668.
  • Total Shares: 2,500,000 (Wheal Anne) + 1,250,000 (Green Vein) = 3,750,000 common shares.
  • Total Exploration Expenditures: ~$233,333 (Wheal Anne) + ~$106,670 (Green Vein) = ~$340,003.
• Additional Terms:
  • All securities subject to a 4-month plus 1-day hold period.
  • Transaction subject to regulatory approvals, including Canadian Securities Exchange (CSE).
  • Strategic rationale includes proximity to roads, power, water, and a uranium mill within 75 miles, plus strong government support for nuclear power.

Notable Quotes

• “One of my stated goals with Terra was to add another low-risk uranium project to the Company and this transaction does just that. Having toured the properties with our VP Exploration, it is clear from the moment you arrive you are in a uranium district with many old workings, adits, shafts and old infrastructure. I am excited to see work begin this fall and believe there to be a clear path to add significant value for our shareholders.” – Greg Cameron, CEO
• “This initial project in San Rafael Swell offers significant upside as it is clear that these old mines were abandoned in the 1970’s due to a uranium market collapse not because they ran out of uranium to mine,” – Greg Cameron, CEO
• “We believe strongly that we can expand on the previous work through modern exploration technologies like 3D modelling” – Trevor Perkins, VP Exploration