Mr. Rick Gittleman reports

INTERRA COPPER CLOSES FLOW-THROUGH PRIVATE PLACEMENT FINANCING

Interra Copper Corp., further to its news release of Dec. 7, 2023, has closed its previously announced fully subscribed non-brokered private placement, issuing an aggregate of 3,041,397 flow-through (FT) shares of the company at a price of 29 cents per FT share for aggregate gross proceeds of $882,005.

Each FT share constitutes a flow-through share within the meaning of the Income Tax Act (Canada) and the gross proceeds of the private placement will be used by the company for exploration and related programs, which qualify as Canadian exploration expenses and flow-through critical mineral mining expenditures, as such terms are defined in the Income Tax Act, in connection with Interra's projects in British Columbia.

In connection with the private placement, the company paid cash finders' fees totalling $60,725.35 and issued 209,396 finders' warrants, each entitling the holder thereof to acquire one non-flow-through common share at an exercise price of 29 cents. An aggregate of 173,190 of the finders' warrants bear an expiration date of Dec. 15, 2025, and the remaining 36,206 finders' warrants bear an expiration date of Dec. 15, 2026.

All securities issued pursuant to the private placement are subject to a statutory four-month hold period expiring April 16, 2024.

Related party participation in the private placement

Jason Nickel, chief operating officer and director of the company, participated in the private placement by purchasing 50,000 FT shares for $14,500. The participation by Mr. Nickel, as an insider of the company, 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 Mr. Nickel nor the consideration for the FT shares paid by Mr. Nickel 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 insider participation in the private placement were not settled until shortly prior to closing the private placement and the company wished to complete the private placement in an expeditious manner.

We seek Safe Harbor.