Terra Balcanica to spin out Canadian uranium assets

Executive Summary

• Terra Balcanica Resources Corp. has approved in principle a corporate reorganization to spin out its Canadian uranium assets into a new wholly owned subsidiary, Terra North Resources Corp.
• The transaction involves transferring a 591-square-kilometre Saskatchewan uranium portfolio (including the Charlot-Neely Lake claim cluster) to Terra North in exchange for 15 million common shares of Terra North.
• Terra North plans to raise capital via private placement financings to fund a 2026 exploration program and working capital, with proceeds distributed pro rata to Terra Balcanica shareholders as a return of capital.
• Terra North targets a listing on the Canadian Securities Exchange (CSE) in Q2 2026, subject to regulatory and shareholder approvals.

Key Details

• Transaction Structure: Terra Balcanica transfers its Canadian uranium assets to Terra North Resources Corp. in consideration for 15 million common shares of Terra North.
• Asset Portfolio: The transferred assets include a 591-square-kilometre uranium portfolio in Saskatchewan, specifically the Charlot-Neely Lake claim cluster in the Uranium City district.
• Financing Plan: Terra North will complete private placement financings to fund the 2026 exploration program and 2026-2027 working capital requirements.
• Shareholder Distribution: A portion of Terra North shares will be distributed to Terra Balcanica shareholders on a pro rata basis as a return of capital.
• Listing Target: Terra North intends to apply to list on the Canadian Securities Exchange (CSE), targeting Q2 2026.
• Exploration Budget: The company announced a robust $2-million exploration budget for late spring 2026, including multiple geophysical surveys and follow-up ground-truthing fieldwork.
• Technical & Legal Support:
  • Dahrouge Consulting Inc. (Edmonton, Alta.) engaged to complete a National Instrument 43-101-compliant technical report on the Charlot-Neely Lake property.
  • Maxis Law Corp. (Vancouver, B.C.) engaged to provide legal counsel and facilitate the transaction.
• Regulatory Requirements: Completion is subject to shareholder approval, CSE approval, and applicable securities and corporate law requirements.
• Strategic Rationale: The spin-out allows Terra Balcanica to focus on European projects (antimony, silver, zinc, REEs) while providing direct exposure to Canadian uranium exploration upside with minimized dilution for existing shareholders.

Notable Quotes

• "The spinout of Terra North positions our uranium portfolio within a focused exploration vehicle while allowing Terra to continue advancing its European projects. We are thus becoming exposed to scarce critical metals with significant projected upside in the coming decade such as antimony, silver, zinc, uranium and REEs." — Dr. Aleksandar Miskovic, CEO
• "This structure is designed to unlock value for Terra shareholders through direct exposure to the exploration upside of the Canadian assets, while minimizing dilution of Terra shareholders by raising funding for Canadian exploration activity directly in Terra North." — Dr. Aleksandar Miskovic, CEO