Canterra Minerals Announces $5.0 Million Private Placement to Fund Exploration in Newfoundland

Executive Summary

• Canterra Minerals announced a non‑brokered flow‑through private placement to raise up to C$5.0 million through Critical Minerals (CMFT) and National (FT) flow‑through shares.
• The offering consists of up to 10,000,000 CMFT shares at $0.25 each and up to 10,869,565 FT shares at $0.23 each, with gross proceeds earmarked for Canadian exploration expenses on the Wilding Gold and Buchans Projects in central Newfoundland.
• Closing is expected on or about December 23, 2025, subject to TSXV approval and other customary conditions; a four‑month plus one day hold period will apply to the issued shares.

Key Details

• Offering Size: Up to C$5.0 million total gross proceeds.
• Critical Minerals Flow‑Through Shares (CMFT):
• Maximum of 10,000,000 shares
• Price: $0.25 per share
• Gross proceeds target: C$2.5 million
• National Flow‑Through Shares (FT):
• Maximum of 10,869,565 shares
• Price: $0.23 per share
• Gross proceeds target: C$2.5 million
• Use of Proceeds: Net proceeds will fund exploration activities on Canterra’s central Newfoundland projects, specifically the Wilding Gold and Buchans Projects.
• Tax Treatment:
• CMFT shares qualify as “flow‑through critical mineral mining expenditures.”
• FT shares qualify as standard “flow‑through mining expenditures” under Canada’s Income Tax Act (subsection 127(9)).
• Indemnification Clause: If CRA reduces qualifying expenditures, Canterra will indemnify subscribers for any additional taxes resulting from the shortfall.
• Finder’s Fees: The company may pay cash finder’s fees to arm‑length parties introducing investors, subject to TSXV approval.
• Closing Conditions: Anticipated closing on December 23, 2025 (or earlier/later by agreement), contingent upon receipt of all required approvals, including TSXV consent.
• Hold Period: Shares will be subject to a hold period ending four months plus one day after the closing date, per Canadian securities law.
• U.S. Offering Restrictions: The shares are not and will not be registered under U.S. securities laws; they may not be offered or sold to U.S. persons absent an exemption.

Notable Quotes

• “The net proceeds from this private placement will enable us to advance exploration on our high‑potential projects in central Newfoundland, positioning Canterra for the next significant discovery,” – Chris Pennimpede, President & CEO.