Mr. Aleksandar Miskovic reports
TERRA BALCANICA CLOSES FIRST TRANCHE WHILE EXTENDING LIFE OFFERING AND EXERCISES FIRST YEAR OF OPTION AGREEMENT
Terra Balcanica Resources Corp. has closed the first tranche of its non-brokered, listed issuer financing exemption private placement for gross proceeds of $814,914 through the issuance of 8,149,141 units at a purchase price of 10 cents per unit. Each unit comprises one common share in the capital of the company and one-half of one common share purchase warrant. Each warrant is exercisable to purchase one common share at an exercise price of 20 cents per warrant share for a period of 24 months from the closing date of the private placement or its respective tranches. Finders' fees in the amount of $28,000 were paid.
The company also announces that it is extending the final closing date of the private placement, to raise up to total gross proceeds of $1,117,495, to on or before Aug. 11, 2025. A second amended and restated offering document has been filed on under the company's profile on SEDAR+ and on the company's website. The private placement is subject to the approval by the Canadian Securities Exchange. See the company's news release dated April 16, 2025, for further details regarding the private placement.
Aleksandar Miskovic, president and executive officer of the company, commented:
"We are pleased to have secured the funds to start executing the phase III drill campaign at Viogor-Zanik as we aim to close the remaining amount as soon as possible. It is worth highlighting a significant participation of Dundee Corp. in the current round as a sign of interest and approval of the work done by Terra thus far considering Dundee's recent acquisition of the Adriatic Metals' well-known Vares silver mine in Bosnia."
Mr. Miskovic purchased 300,000 units as part of the first tranche of the offering. The issuance of the units to the insider constitutes a related party transaction as this term is defined in Multilateral Instrument 61-101, Protection of Minority Securityholders in Special Transactions. There has not been a material change in the percentage of the outstanding securities of the company that are owned by the insider as a result of his participation in the offering. The company is relying on the exemption from the valuation requirement and minority approval requirement pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the insider participation does not represent more than 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101. The participation by the insider in the offering was approved by directors of the company who are independent in connection with this transaction. No materially contrary view or abstention was expressed or made by any director of the company in relation thereto.
Subject to compliance with applicable regulatory requirements, the private placement is being conducted pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions. The securities issued to purchasers in the private placement will not be subject to a hold period under applicable Canadian securities laws. There is a second amended and restated offering document related to the private placement that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this second amended and restated offering document before making an investment decision.
Exercising the first year of the uranium option agreement
Pursuant to the definitive option agreement signed with Fulcrum Metals PLC and Fulcrum Metals (Canada) Ltd. (collectively Fulcrum) on July 3, 2024, Terra has determined to exercise its right to complete the first year of the option conditions required for Terra to acquire a 100-per-cent interest in the Fulcrum's Charlot-Neely Lake, Fontaine Lake, Snowbird and South Pendleton licence clusters, located along northern and southeastern margins of the renowned Athabasca basin. In consideration for exercising the first year of the option conditions, Terra will pay Fulcrum $50,000 in cash and issue Fulcrum Metals (Canada) $350,000 of Terra common shares at the 10-day volume weighted average trading price ending three trading days prior to the date of issuance, subject to the minimum pricing requirements of the Canadian Securities Exchange. The common shares of the company issued in connection with the agreement are subject to a hold period of four months from the date of issuance in accordance with applicable securities laws in Canada and the policies of the CSE. See the company's news release dated July 3, 2024, for further details regarding the agreement.
About Terra Balcanica Resources Corp.
Terra Balcanica is a polymetallic and energy metals exploration company targeting large-scale mineral systems in the Balkans of southeastern Europe and Northern Saskatchewan, Canada. The company has a 90-per-cent interest in the Viogor-Zanik project in eastern Bosnia and Herzegovina. The Canadian assets comprise a 100-per-cent-optioned portfolio of uranium-prospective licences at the outskirts of the Athabasca basin: Charlot-Neely Lake, Fontaine Lake, Snowbird and South Pendleton. The company emphasizes responsible engagement with local communities and stakeholders. It is committed to pro-actively implementing good international industry practice (GIIP), and sustainable health, safety and environmental management.
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