11 April 2025
Vancouver, BC – April 11, 2025 – Gold Terra Resource Corp. (TSX-V: YGT; Frankfurt: TX0; OTC QB: YGTFF) (“Gold Terra” or the “Company”) is pleased to announce it has closed the first tranche of a non-brokered financing as previously announced on March 31, 2025, for total gross proceeds of C$1,843,000 (“First Tranche”). Under the First Tranche, the Company issued 15,860,000 common shares of the Company (the “Shares”) at an issue price of $0.05 per Share for gross proceeds of C$793,000 and 15,000,000 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$1,050,000 charitable flow-through (together the “Financing”). The CFT Shares will qualify as “flow-through” shares (within the meaning of subsection 66(15) of the Income Tax Act (Canada)).
Gross proceeds from this Financing will be used by the Company primarily to continue the drilling program on the Con Mine Option property and for general working capital purposes.
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.
A finder's fee of 6% cash totaling C$26,700 was paid to certain finders. 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 an aggregate of 2,160,000 Shares. 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.
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 favour of the subscribers of the CFT Shares effective December 31, 2025.
Gerald Panneton, Chairman & CEO commented, "We thank our existing shareholders such as Eric Sprott, and Ingalls Snyder and many others for their continued support. We are very pleased that concurrent with this financing at C$2,000,000 or more, Osisko Gold Royalties has elected to early exercise its first 2% NSR, which is a major affirmation of our strategy of advancing our high-grade gold assets in the Northwest Territories towards potential production. The proceeds 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 and was historically one of the richest high-grade gold mines in Canada.”