Mr. Alex Klenman of Terra Clean reports

TERRA CLEAN ENERGY ANNOUNCES AMENDMENT TO OPTION AGREEMENT AND DEBT SETTLEMENT

Terra Clean Energy Corp. has reached an agreement to amend the company's current option agreement with Skyharbour Resources Ltd. whereby the company can earn an up-to-75-per-cent interest in the South Falcon East uranium project, Athabasca basin, Saskatchewan, Canada.

To earn an initial 51-per-cent right, title and interest in and to the property, subject to underlying royalties, the company shall: (a) make a cash payment of $350,000 and issue 277,778 common shares (on a postconsolidated basis) to Skyharbour, which was completed prior to the execution of the amendment; (b) issue 625,000 common shares (on a postconsolidated basis), which was completed prior to the execution of the amendment; (c) on or before Feb. 28, 2025, make a cash payment of $250,000 to Skyharbour; (d) on or before May 31, 2025, issue $820,000 in common shares to Skyharbour based on the volume-weighted average price calculated on the day of issuance. In the event that such issuance would result in Skyharbour owning more than 9.9 per cent of the company's issued and outstanding number of common shares at the time of the issuance, the amount of common shares to be issued would be reduced so that the issuance would result in Skyharbour owning no more than 9.9 per cent of the company's issued and outstanding number of common shares at the time of the issuance (and the amount of such reduction in the amount of common shares to be issued to satisfy the $820,000 would be satisfied through the issuance of common shares on or before Feb. 28, 2026); (e) on or before Feb. 28, 2026, make a payment of $1.62-million to Skyharbour, of which up to $1.32-million may be paid in common shares based on the VWAP calculated on the day of issuance; and (f) on or before Feb. 28, 2027, make a payment of $3.7-million to Skyharbour, of which up to $2-million may be paid in common shares based on the VWAP calculated on the day of issuance. Additionally, the company is required to incur a minimum of $5.75-million in exploration expenditures on the property as follows: (a) $750,000 in exploration expenditures, which was completed prior to the execution of the amendment; (b) $1.5-million in exploration expenditures on or before May 31, 2025; (c) $1.5-million in exploration expenditures on or before May 31, 2026; and (d) $2-million exploration expenditures on or before May 31, 2027.

Upon having earned a 51-per-cent right, title and interest in the property, the company has the option to acquire an additional 24-per-cent right, title and interest to the property (for a total of 75-per-cent right, title and interest in the property), by satisfying the following conditions: (a) on or before Feb. 28, 2028, paying to Skyharbour $5-million, of which $3-million may be paid in common shares, based on the VWAP calculated on the day of issuance, at the election of the company; and (b) incurring a minimum of $5-million in exploration expenditures on the property as follows: (i) $2.5-million in exploration expenditures on or before May 31, 2028; and (ii) $2.5-million in exploration expenditures on or before May 31, 2029.

Additionally, the company has entered into a settlement agreement with Terralogic Exploration Inc., pursuant to which the company will settle approximately $240,000 in debt: (a) through the issuance of 600,000 common shares of the company; and (b) completing a drill program with Terralogic as general contractor by June 30, 2025, of no less than $1-million. In the event that the company has not completed the drill program by June 30, 2025, it shall issue Terralogic that number of common shares of the company equal in value to $120,000 (based on a 10-day volume-weighted average price).

The amendment and the debt settlement remain subject to the receipt of all regulatory approvals, including the approval of the Canadian Securities Exchange.

All securities issued in connection with debt settlement and pursuant to the amendment would be subject to a four-month-plus-one-day hold period from the date of issuance in accordance with applicable securities laws.

About Terra Clean Energy Corp.

Terra Clean (formerly Tisdale Clean Energy Corp.) is a Canadian-based uranium exploration and development company. The company is currently developing the South Falcon East uranium project, which holds a 6.96-million-pound inferred uranium resource within the Fraser Lakes B uranium/thorium deposit, located in the Athabasca basin region, Saskatchewan, Canada.

Qualified person

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and reviewed on behalf of the company by C. Trevor Perkins, PGeo, a consulting geologist for the company, a qualified person as defined by National Instrument 43-101.

We seek Safe Harbor.