12 May 2025
Vancouver, BC – May 12, 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 second and final tranche of a non-brokered financing raising a total of C$2,400,000 consisting of hard dollar and charitable flow-through (together the “Financing”). Under the Financing, the Company has issued 20,000,000 common shares of the Company (the “Shares”) at an issue price of $0.05 per Share for gross proceeds of C$1,000,000 and 20,000,000 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$1,400,000 charitable flow-through. The CFT Shares will qualify as “flow-through” shares (within the meaning of subsection 66(15) of the Income Tax Act (Canada)).
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. This will give Gold Terra a cash balance of C$4,400,000 less some finders’ fees.
A finder's fee of 6% cash totaling C$34,320 was paid to certain finders for the total Financing which includes C$7,620 from the second tranche. 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 a total aggregate of 3,660,000 Shares which includes insider participation of 1,500,000 Shares in the second tranche. 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, on the first tranche and a four-month hold expiring on September 13, 2025, on the second tranche.
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 favor of the subscribers of the CFT Shares effective December 31, 2025.
Gerald Panneton, Chairman & CEO commented, "We are very pleased to have raised $C2.4 million with an additional C$2 million from Osisko Gold Royalty who has elected to early exercise its first 2% NSR concurrent with this financing. We thank our main existing shareholders, Mackenzie Fund, Eric Sprott, and Ingalls Snyder and many others for their continued support on our strategy of advancing our high-grade gold assets in the Northwest Territories towards potential production. The C$4.4 million 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 in the Campbell Shear alone and was historically one of the richest high-grade gold mines in Canada (refer to Miramar Mining Corp. Ltd. Annual Reports. 1993-2003. Miramar Mining Corp. Ltd., 2003)."