Gold Terra arranges $6.3-million private placement

Executive Summary

• Gold Terra Resource Corp. has arranged a non-brokered private placement totaling C$6.3 million, involving new strategic investor David Harquail and existing shareholder Eric Sprott.
• The offering consists of 50 million common shares split into three tranches: common shares, charitable flow-through shares (CFT), and flow-through shares (FT), with gross proceeds of $1.5 million, $4.2 million, and $600,000 respectively.
• Net proceeds will be used for general corporate purposes and to fund a drilling program scheduled to commence in January 2026 on the southern extension of the Campbell shear target at the Con mine option property.

Key Details

• Total Gross Proceeds: C$6.3 million.
• Share Structure:
  • Common Shares: 15 million shares issued at C$0.10 per share for C$1.5 million gross proceeds.
  • Charitable Flow-Through (CFT) Shares: 30 million shares issued at C$0.14 per share for C$4.2 million gross proceeds.
  • Flow-Through (FT) Shares: 5 million shares issued at C$0.12 per share for C$600,000 gross proceeds.
• Investors: New strategic investor David Harquail and existing shareholder Eric Sprott.
• Closing Date: Expected on or around November 28, 2025.
• Conditions: Subject to acceptance by the TSX Venture Exchange.
• Use of Proceeds: General corporate purposes and drilling program starting January 2026 on the southern extension of the Campbell shear (CS) target between surface and 600 metres below surface on the Con mine option (CMO) property.
• Flow-Through Terms: The company will use proceeds from CFT and FT shares to incur eligible Canadian exploration expenses qualifying as flow-through mining expenditures on or before December 31, 2026, renouncing qualifying expenditures in favor of subscribers effective December 31, 2025.
• Strategic Context: The investment supports the redevelopment of the Yellowknife gold camp. The Con mine property historically produced 5.1 Moz of gold at an average grade of 16 g/t. The company holds an option to acquire 100% of the CMO property from a subsidiary of Newmont Corp., with the option expiring November 21, 2027.
• Drilling Target: The upcoming program targets the Campbell shear structure, which historically produced 14 Moz of gold at an average grade of 16 to 22 g/t Au.

Notable Quotes

• "We are pleased to have this strategic investment and endorsement from David Harquail and Eric Sprott. The Con mine property represents a corner stone of our strategy in redeveloping Yellowknife in a premier gold camp. The proceeds raised will allow us to continue our drilling program on the Con mine option property." — Gerald Panneton, Chairman and CEO