Gold Terra Announces Closing of $2.5 Million Private Placement, With Eric Sprott as a Lead Investor

19 April 2024

Vancouver, BC – April 19, 2024 – Gold Terra Resource Corp. (TSX-V: YGT; Frankfurt: TX0; OTC QB: YGTFF) (“Gold Terra” or the “Company”) is pleased to announce the closing of the non-brokered private placement (the “Offering”) announced on April 10, 2024 with Eric Sprott as the lead investor, for gross proceeds of $2.5 M from the sale of 50 million common shares of the Company (“Common Shares”) at a price of C$0.05 per Common Share. 

An Insider of Gold Terra participated in the Offering and was issued an aggregate of 240,000 Common Shares, after being cut from 740,000 to allocate to others. Such participation in the Offering constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("61-101"). The Offering 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 Offering as the participation of insiders of the Company in the Offering had not been confirmed at that time.

A finder's fee of 6% cash totaling $33,120 was paid to certain finders. All securities are subject to a four month hold period from the date of closing.

The net proceeds from the Offering will be used for general corporate purposes and for the drilling program already in progress on the Campbell Shear target below the underground workings, Con Mine Option property, under option from a subsidiary of Newmont Corporation.

Gerald Panneton, Chairman & CEO commented, "We are pleased to have completed an oversubscribed (45%) successful financing with the support of new shareholders, with Eric Sprott as the lead investor and Rob McEwen, and many existing longtime shareholders such as MacKenzie Fund and Ingalls Snyder to name a few. Our 2024 program will continue as planned to test the Campbell shear structure some 600 metres below the existing working of the Con Mine which produced 5.1 Moz of gold at an average grade of 16 g/t.”

The current drill program at the Con Mine is aimed at increasing our current Indicated and Inferred resource (MRE October 2022) near surface and south of the Con Mine, targeting the prolific Campbell Shear structure which produced 14 Moz of gold at an average grade of 16-22 g/t Au. 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, 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 and on SEDAR at