9 February 2022
February 9, 2022, Vancouver, B.C. – Gold Terra Resource Corp. (TSX-V: YGT; Frankfurt: TX0; OTC QX: YGTFF) (“Gold Terra” or the “Company”) has announced today that it has entered into an agreement with a syndicate of underwriters led by Stifel GMP, under which the underwriters have agreed to buy on a bought deal basis, charitable flow-through common shares (the “Charitable FT Shares”), traditional flow-through common shares (the “Traditional FT Shares”) and common shares (the “Common Shares”) to provide the Company with gross proceeds of C$5 million (the “Offering”). The Charitable FT Shares will be offered at a price of C$0.30, the Traditional FT Shares will be offered at a price of C$0.24, and the Common Shares will be offered at a price of C$0.21. The Company has granted the Underwriters an option, exercisable at the offering price concurrent with the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any, and for market stabilization purposes. The Offering is expected to close on or about February 28, 2022 and is subject to Gold Terra receiving all necessary regulatory approvals.
The gross proceeds from the sale of the Charitable FT Shares and the Traditional FT Shares will be used for expenditures which qualify as “Canadian exploration expenses” (“CEE”) and “flow-through mining expenditures” both within the meaning of the Income Tax Act (Canada). The Company will renounce such CEE with an effective date of no later than December 31, 2022. The net proceeds from the sale of the Common Shares will be used for working capital and general corporate purposes.
The Offering will be made by way of a short form prospectus in each of the provinces of Canada (other than Quebec) and the Northwest Territories. Common Shares may be offered by way of private placement in the United States.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Gold Terra’s Yellowknife City Gold Project
The YCG project encompasses 800 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 YCG 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 14 Moz of gold has been produced, and most recently on the Con Mine Option claims immediately south of the past producing Con Mine (1938-2003).
The YCG lies on the prolific Yellowknife greenstone belt, covering nearly 70 kilometres of strike length along the main mineralized shear system that host 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.