Gold Terra closes $7-million private placement

Executive Summary

• Gold Terra Resource Corp. has closed an oversubscribed, non-brokered private placement raising total gross proceeds of C$7.0 million.
• The financing consists of three tranches: common shares, charitable flow-through shares (CFT), and flow-through shares (FT), issued to existing shareholders and insiders.
• Proceeds will be primarily used for eligible Canadian exploration expenses (renounced to subscribers) and the upcoming drilling program at the Con mine option property, scheduled to commence in January 2026.

Key Details

• Total Gross Proceeds: C$7,000,000.
• Tranche 1 (Common Shares):
  • Quantity: 15,000,000 common shares.
  • Price: C$0.10 per share.
  • Gross Proceeds: C$1,500,000.
• Tranche 2 (Charitable Flow-Through Shares - CFT):
  • Quantity: 35,000,000 CFT shares.
  • Price: C$0.14 per CFT share.
  • Gross Proceeds: C$4,900,000.
  • Tax Status: Qualifies as flow-through shares under Subsection 66(15) of the Income Tax Act (Canada).
• Tranche 3 (Flow-Through Shares - FT):
  • Quantity: 5,000,000 FT shares.
  • Price: C$0.12 per FT share.
  • Gross Proceeds: C$600,000.
  • Tax Status: Qualifies as flow-through shares under Subsection 66(15) of the Income Tax Act (Canada).
• Use of Proceeds:
  • Amount equal to gross proceeds from CFT and FT shares will be used to incur eligible Canadian exploration expenses, renounced to subscribers effective Dec. 31, 2025, on or before Dec. 31, 2026.
  • Net proceeds from common shares used for general corporate purposes and the coming drilling program.
• Finder’s Fees: C$28,000 paid to certain finders.
• Related-Party Transaction:
  • Directors and officers participated, receiving an aggregate of 300,000 common shares totaling C$36,000.
  • Exempt from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101 as the value does not exceed 25% of market capitalization.
• Hold Period: All securities subject to a statutory hold period of four months and one day from closing (expiring March 29, 2026).
• Regulatory Status: Subject to final acceptance of the TSX Venture Exchange.
• Drilling Update: Upcoming drilling program scheduled to start in January 2026 on the southern extension of the Campbell shear target near the Con mine option property.

Notable Quotes

• "This oversubscribed financing shows strong support from our existing and new shareholders to expand our drilling program at the Con mine option property. The net proceeds from the shares will be used for our upcoming drilling program scheduled to start in January, 2026, on the southern extension of the prolific Campbell shear target near surface and south of the Con mine option property. We look forward to advancing our exploration work with the objective of increasing our current mineral resource estimates in 2026." — Gerald Panneton, Chairman and CEO