Gold Terra Announces Closing of Non-Flow-Through Portion of the Non-Brokered Private Placement

4 December 2024

VANCOUVER, BC / ACCESSWIRE / December 4, 2024 / Gold Terra Resource Corp. (TSXV:YGT)(Frankfurt:TX0)(OTCQB:YGTFF) ("Gold Terra" or the "Company") is pleased to announce the closing of a non-flow-through (NFT) portion of the non-brokered private placement announced on October 30, 2024 (the "Offering") for gross proceeds of C$510,000 from the sale of 10,200,000 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 will be issued an aggregate of 2,000,000 Common Shares. 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 C$6,000 was paid to certain finders. All securities are subject to a four-month hold period from the date of closing.

In addition to the NFT portion announced today, the Company is please to announce the preliminary closing of the Charitable flow-through for a total amount of $1,134,000 at a price of C$ 0.07 with 3 existing shareholders taking the back end of this portion.