Gold Terra Closes Final Tranche of Financing Package Raising a Total of C$2.4 Million with Additional C$2 Million funding from Osisko Gold Royalties

Gold Terra Resource Corp. (TSXV:YGT)(Frankfurt:TX0)(OTCQB:YGTFF) ("Gold Terra" or the "Company") is pleased to announce it has closed the second and final tranche of a non-brokered financing raising a total of C$2,400,000 consisting of hard dollar and charitable flow-through (together the "Financing"). Under the Financing, the Company has issued 20,000,000 common shares of the Company (the "Shares") at an issue price of $0.05 per Share for gross proceeds of C$1,000,000 and 20,000,000 charitable flow-through common shares of the Company (the "CFT Shares") at an issue price of $0.07 per CFT Share for gross proceeds of C$1,400,000 charitable flow-through. The CFT Shares will qualify as "flow-through" shares (within the meaning of subsection 66(15) of the Income Tax Act (Canada)).In addition to the closing of the Financing at C$2,000,000 or more, Osisko Gold Royalties Ltd has elected to early exercise the first tranche of its royalty option for a 2% NSR royalty on Gold Terra's Yellowknife Property in exchange for a cash payment of C$2,000,000. This will give Gold Terra a cash balance of C$4,400,000 less some finders' fees.A finder's fee of 6% cash totaling C$34,320 was paid to certain finders for the total Financing which includes C$7,620 from the second tranche. The Financing is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the acceptance of the TSX Venture Exchange.Insiders of Gold Terra participated in the Financing by purchasing a total aggregate of 3,660,000 Shares which includes insider participation of 1,500,000 Shares in the second tranche. Such participation in the Financing constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("61-101"). The Financing is exempt from the formal valuation and minority shareholder approval requirements of 61-101 as neither the fair market value of the securities issued to related parties nor the consideration for such securities exceed 25% of the Company's market capitalization. The Company did not file a material change report 21 days prior to closing of the Financing as the participation of insiders of the Company in the Financing were not confirmed at that time.All securities are subject to a four-month hold period from the date of closing expiring on August 12, 2025, on the first tranche and a four-month hold expiring on September 13, 2025, on the second tranche.The Company will use an amount equal to the gross proceeds from the sale of CFT Shares, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as both terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Company's projects in the Northwest Territories, on or before December 31, 2026, and to renounce all the Qualifying Expenditures in favor of the subscribers of the CFT Shares effective December 31, 2025.Gerald Panneton, Chairman & CEO commented, "We are very pleased to have raised $C2.4 million with an additional C$2 million from Osisko Gold Royalty who has elected to early exercise its first 2% NSR concurrent with this financing. We thank our main existing shareholders, Mackenzie Fund, Eric Sprott, and Ingalls Snyder and many others for their continued support on our strategy of advancing our high-grade gold assets in the Northwest Territories towards potential production. The C$4.4 million raised will allow us to continue our drilling program on the Con Mine Option property. The former Con Mine produced 5.1 Moz of gold at an average grade of 16 g/t in the Campbell Shear alone and was historically one of the richest high-grade gold mines in Canada (refer to Miramar Mining Corp. Ltd. Annual Reports. 1993-2003. Miramar Mining Corp. Ltd., 2003)."The current drill program at the Con Mine is aimed at increasing our current Indicated and Inferred resource (MRE October 2022 table below) near surface and south of the Con Mine, targeting the prolific Campbell Shear structure.AreaCategoryCut-off Grade (g/t Au)TonnesGrade (g/t Au)Contained Gold OuncesCMO PropertyYellorex MainIndicated /UG3.5821,0007.55109,000Inferred/UG3.5993,0006.89220,000Yellorex NorthInferred/UG3.5463,0007.42111,000Kam PointInferred/UG3.5536,0005.83101,000Total:Indicated/UG3.5821,0007.55109,000Inferred/UG3.51,992,0006.74432,000The classification of the current Mineral Resource Estimate into Indicated and Inferred is consistent with current 2014 CIM Definition Standards - For Mineral Resources and Mineral Reserves.Additional drilling will be required to upgrade/verify the resource estimates.The current drilling is targeting below the existing underground workings, where the potential exists to add significant free milling high grade ore. The Con Mine property has excellent infrastructure including the Robertson shaft, water treatment plan (2015), warehouse and offices, etc. The Con Mine closed in 2003 when Gold Price was around US$ 340 per ounce, with approximately 650,000 ounces at 11-12 g/t Au in historic reserves and combined resources. Please refer to the October 21, 2022 technical report, titled "Initial Mineral Resource Estimate for the CMO Property, Yellowknife City Gold Project, Yellowknife, Northwest Territories, Canada" with an effective date of September 2, 2022, by Qualified Person, Allan Armitage, Ph. D., P. Geo., SGS Geological Services, which can be found on the Company's website at https://www.goldterracorp.com and on SEDAR+ at www.sedarplus.ca.* Note: The Historic Reserves and Resources quoted above are historical in nature and are not NI 43-101 compliant. They were compiled and reported by MNML during its operation and closure of the Con Mine (2003) . Con Mine Ore Reserve Statement January 1st 2003, including:Mineral ReservesProven171,00011.3162,000Probable340,00011.66126,000Mineral ResourcesMeasured408,00012.03158,000Indicated875,00010.97304,000The historical estimates are historical in nature and should not be relied upon, however, they do give indications of mineralization on the property. The Qualified Person has not done sufficient work to classify them as current Mineral Resources or Mineral Reserves and Gold Terra is not treating the historical estimates as current Mineral Resources or Mineral Reserves. Parameters for the resource/reserve categories listed above are not known.The technical information contained in this news release has been reviewed and approved by Joseph Campbell, a Qualified Person as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects and Senior Technical Advisor for the Company.About Gold TerraThe Yellowknife Project (YP) encompasses 918 sq. km of contiguous land immediately north, south and east of the City of Yellowknife in the Northwest Territories. Through a series of acquisitions, Gold Terra controls one of the six major high-grade gold camps in Canada. Being within 10 kilometres of the City of Yellowknife, the YP is close to vital infrastructure, including all-season roads, air transportation, service providers, hydro-electric power, and skilled tradespeople. Gold Terra is currently focusing its drilling on the prolific Campbell Shear, where approximately 14 Moz of gold has been produced, (refer to Gold Terra Oct 21, 2022, Technical Report) and most recently on the Con Mine Option (CMO) property claims immediately south of the past producing Con Mine which produced 6.1 Moz between the Con, Rycon, and Campbell shear structures (1938-2003).The YP and CMO properties lie on the prolific Yellowknife greenstone belt, covering nearly 70 kilometres of strike length along the main mineralized shear system that hosts the former-producing high-grade Con and Giant gold mines. The Company's exploration programs have successfully identified significant zones of gold mineralization and multiple targets that remain to be tested which reinforces the Company's objective of re-establishing Yellowknife as one of the premier gold mining districts in Canada.Visit our website at www.goldterracorp.com.For more information, please contact:Gerald Panneton, Chairman & CEO[email protected]Mara Strazdins, Investor RelationsPhone: 1-778-897-1590 | 604-689-1749 ext 102[email protected]Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.Cautionary Note Regarding Forward-Looking InformationCertain statements made and information contained in this news release constitute "forward-looking information" within the meaning of applicable securities legislation ("forward-looking information"). Generally, this forward-looking information can, but not always, be identified by use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events, conditions or results "will", "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotations thereof.All statements other than statements of historical fact may be forward-looking information. Forward-looking information is necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. In particular, this news release contains forward-looking information regarding the expected closing date of the Offering and use of proceeds from the Offering, including allowing the Company to continue its drilling program on the Con Mine Option property, the endorsement of the Company's assets by Osisko Gold Royalties and the Company's objective of re-establishing Yellowknife as one of the premier gold mining districts in Canada.There can be no assurance that such statements will prove to be accurate, as the Company's actual results and future events could differ materially from those anticipated in this forward-looking information as a result of the factors discussed in the "Risk Factors" section in the Company's most recent MD&A and annual information form available under the Company's profile at www.sedarplus.ca.Although the Company has attempted to identify important factors that would cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. The forward-looking information contained in this news release is based on information available to the Company as of the date of this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. All of the forward-looking information contained in this news release is qualified by these cautionary statements. Readers are cautioned not to place undue reliance on forward-looking information due to the inherent uncertainty thereof. Except as required under applicable securities legislation and regulations applicable to the Company, the Company does not intend, and does not assume any obligation, to update this forward-looking information.Information Concerning Estimates of Mineral ResourcesMineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Therefore, investors are cautioned not to assume that all or any part of an Inferred Mineral Resource could ever be mined economically. It cannot be assumed that all or any part of "Measured Mineral Resources," "Indicated Mineral Resources," or "Inferred Mineral Resources" will ever be upgraded to a higher category. The Mineral Resource estimates contained herein may be subject to legal, political, environmental or other risks that could materially affect the potential development of such mineral resources. Refer to the Technical Report, once filed, for more information with respect to the key assumptions, parameters, methods and risks of determination associated with the foregoing.SOURCE: Gold Terra Resource Corp

Gold Terra Closes Final Tranche of Financing Package Raising a Total of C$2.4 Million with Additional C$2 Million funding from Osisko Gold Royalties

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