Mr. Lewis Lawrick reports

AMENDMENT OF CAPE SPENCER PROJECT OPTION AGREEMENTS

Magna Terra Minerals Inc. has entered into amended option agreements regarding its Cape Spencer Project in southern New Brunswick.

Under the original terms of the Marigold option agreement, the Company can earn a 100% interest in the Marigold Property by paying the Optionor a total of $200,000 (comprised of $95,000 in cash and $105,000 in cash and/or consideration shares over a four-year period beginning August 2020 (refer to the press releases dated October 12, 2022 and August 31, 2020). The Company has entered into an amended agreement whereby it will now earn a 100% property interest by paying the Optionor a total of $175,000 in cash and/or consideration shares and 1,075,000 common shares of the Company, over a five-year period ending August 15, 2025. To date, the Company has paid a total of $80,000 ($40,181 in cash and $39,819 through the issuance of 397,799 common shares of the Company) and will issue 1,075,000 common shares of the Company to settle the third anniversary payment. The fourth anniversary payment will consist of $25,000 in cash and $35,000 in cash and/or consideration shares (up to a maximum of 700,000 common shares). A fifth anniversary payment will consist of $35,000 in cash. All future share issuances will be based on the greater of $0.05 per share or the 20-day volume weighted average price on the date a payment is due and the Company elects to make such payment in common shares.

Under the terms of the Armstrong option agreement, the Company can earn a 100% interest in the Armstrong Property by paying the Optionor a total of $90,000 (comprised of $45,000 in cash and $45,000 in cash and/or consideration shares) over a three-year period beginning August 2020 (refer to the press releases dated October 12, 2022 and August 31, 2020). The Company has entered into an amended agreement whereby it will now earn a 100% property interest by paying the Optionor a total of $55,000 in cash and/or consideration shares and 1,300,000 common shares of the Company, over a three-year period. To date, the Company has paid a total of $50,000 ($26,807 in cash and $23,193 through the issuance of 261,783 common shares of the Company) and will pay $5,000 in cash and issue 1,300,000 common shares of the Company and to settle the third anniversary payment currently due, which will complete the earn-in requirements of this option agreement.

The common shares which may be issued under the above-mentioned agreements will be subject to a regulatory four month and one day hold period from their date of issuance and are subject to approval by the TSX Venture Exchange.

About Magna Terra

Magna Terra Minerals Inc. is a precious metals focused exploration company, headquartered in Toronto, Canada. Magna Terra owns two district scale, resource stage gold exploration projects in the top-tier mining jurisdictions of New Brunswick and Newfoundland and Labrador. The Company maintains a significant exploration portfolio in the province of Santa Cruz, Argentina which includes its precious metals discovery on its Luna Roja Project, as well as an extensive portfolio of district scale drill ready projects available for option or joint venture.

We seek Safe Harbor.