Gold Terra Annouces Closing of Oversubscribed C$7.0 Million Private Placement

Executive Summary

• Gold Terra closed an oversubscribed non‑brokered private placement raising C$7,000,000 in total gross proceeds.
• The offering consisted of 15 M common shares at C$0.10, 35 M charitable flow‑through (CFT) shares at C$0.14, and 5 M flow‑through (FT) shares at C$0.12.
• Net proceeds from the common shares will fund general corporate purposes and a drilling program slated to start in January 2026; proceeds from the CFT/FT shares will be used for eligible Canadian exploration expenses and renounced to subscribers by 31 Dec 2025.

Key Details

• Total gross proceeds: C$7,000,000
• Common Shares (C$0.10 each): 15,000,000 shares → C$1,500,000 gross
• Charitable Flow‑Through Shares (C$0.14 each): 35,000,000 shares → C$4,900,000 gross
• Flow‑Through Shares (C$0.12 each): 5,000,000 shares → C$600,000 gross
• Finder’s fees paid: C$28,000
• Related‑party participation: Directors/officers received 300,000 common shares (C$36,000) – qualifies as a related‑party transaction but exempt from 61‑101 valuation/approval thresholds.
• Statutory hold period: Shares subject to four‑month‑plus hold expiring 29 Mar 2026.
• Use of proceeds – CFT & FT shares: Fully allocated to eligible Canadian exploration expenses (flow‑through mining expenditures) and will be renounced to subscribers by 31 Dec 2025.
• Use of proceeds – Common shares: Net proceeds earmarked for general corporate purposes and the upcoming drilling program on the Con Mine Option property, targeting the southern extension of the Campbell Shear in January 2026.
• CEO Comment (Gerald Panneton): Emphasized strong shareholder support, plans to start drilling in Jan 2026, and goal to increase mineral resource estimates in 2026.

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… We look forward to advancing our exploration work with the objective of increasing our current mineral resource estimates in 2026.” – Gerald Panneton, Chairman & CEO

All boilerplate, forward‑looking cautionary statements, and company background have been omitted for brevity.