16 December 2024
Vancouver, BC – December 16, 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 its flow-through (FT) and charitable flow-through (CFT) portions of the non-brokered private placement previously announced on December 11, 2024 and October 30, 2024 (the “Offering”). The Company raised gross proceeds of C$180,000 from the issuance of 3,000,000 flow-through common shares of the Company (the “FT Shares”) at an issue price of $0.06 per FT Share, and gross proceeds of C$1,134,000 from the issuance of 16,200,000 charitable flow-through common shares of the Company (“the “CFT Shares”) at an issue price of $0.07 per CFT Share, for total gross proceeds from the Offering of C$1,314,000. The FT Shares and CFT shares will both qualify as “flow-through” shares (within the meaning of subsection 66(15) of the Income Tax Act (Canada)).
The Offering is in addition to the previously announced closings of non-brokered non-flow-through private placements for gross proceeds of C$572,500 as announced on October 23, 2024, and for gross proceeds of C$510,000 as announced on December 4, 2024, for total gross proceeds of C$1,082,500. The total gross proceeds from the non-brokered private placement of FT Shares, CFT Shares and non-flow through common shares is C$2,396,500.
Insiders of Gold Terra participated in the Offering by purchasing FT Shares and will be issued an aggregate of 600,000 FT 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.
All securities are subject to a four-month hold period from the date of closing.
The Company will use an amount equal to the gross proceeds from the Offering, 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, 2025, and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Shares and CFT Shares effective December 31, 2024.
Gerald Panneton, Chairman & CEO commented, "We are pleased with our successful financing for a total of C$2,396,500 through the continued support of existing shareholders such as Eric Sprott, and Mackenzie Fund, and many others. The proceeds raised will allow us to kick start our wedging program in early January to test the Campbell shear structure below the existing workings of the Con Mine. The former Con Mine produced 5.1 Moz of gold at an average grade of 16 g/t and was historically one of the richest high-grade gold mines in Canada.”
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 https://www.goldterracorp.