Mr. Rick Gittleman reports

INTERRA COPPER ANNOUNCES CLOSING OF PRIVATE PLACEMENT FINANCING

Interra Copper Corp., further to its news release of Sept. 22, 2023, has closed the non-brokered private placement with the issuance of a total of 1,985,000 units of the company at a price of 20 cents per unit for proceeds of $397,000.

Each unit consists of one common share in the capital of the company and one share purchase warrant, whereby each warrant is exercisable at 25 cents into an additional share until Sept. 29, 2026, being the date that is 36 months from the date of issuance.

Proceeds from the sale of the units will be used for general working capital purposes and to commence activities on the Rip project acquisition. No bonus, finder's fee, commission or other compensation has been or will be paid in connection with the private placement.

All securities issued in connection with the private placement are subject to a statutory four-month hold period, expiring Jan. 30, 2024, in accordance with applicable securities legislation.

Related party participation in the private placement

Certain insiders of the company participated in the private placement in the amount of $22,000. More specifically, Rick Gittleman, interim chief executive officer and director of the company, purchased 25,000 units; director Jason Nickel purchased 50,000 units; director Rich Leveille purchased 25,000 units; and director Mike Ciricillo purchased 10,000 units. The participation by insiders in the private placement constitutes a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the common shares purchased by insiders, nor the consideration for the common shares paid by such insiders, exceeded 25 per cent of the company's market capitalization. The company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the private placement, which the company deems reasonable in the circumstances as the details of the participation by insiders of the company were not settled until shortly prior to closing the private placement and the company wished to complete the private placement in an expeditious manner.

Grant of stock options

The company further announces the grant of an aggregate of 2.4 million incentive stock options to certain directors, officers and consultants of the company in accordance with the terms of the company's equity incentive plan. Each option entitles the holder thereof to purchase one share of the company at an exercise price of 25 cents for a period of five years until Sept. 25, 2028.

We seek Safe Harbor.