Mr. Gerald Panneton reports

GOLD TERRA RESOURCE CORP. ANNOUNCES C$5 MILLION BOUGHT DEAL FINANCING

Gold Terra Resource Corp. has entered into an agreement with a syndicate of underwriters led by Stifel GMP, under which the underwriters have agreed to buy, on a bought deal basis, charitable flow-through common shares, traditional flow-through common shares and common shares to provide the company with gross proceeds of $5-million. The charitable flow-through shares will be offered at a price of 30 cents, the traditional flow-through shares will be offered at a price of 24 cents, and the common shares will be offered at a price of 21 cents. The company has granted the underwriters an option, exercisable at the offering price concurrent with the closing of the offering, to purchase up to an additional 15 per cent of the offering to cover overallotments, if any, and for market stabilization purposes. The offering is expected to close on or about Feb. 28, 2022, and is subject to Gold Terra receiving all necessary regulatory approvals.

The gross proceeds from the sale of the charitable flow-through shares and the traditional flow-through shares will be used for expenditures that qualify as Canadian exploration expenses (CEE) and flow-through mining expenditures -- both within the meaning of the Income Tax Act (Canada). The company will renounce such CEE with an effective date of no later than Dec. 31, 2022. The net proceeds from the sale of the common shares will be used for working capital and general corporate purposes.

The offering will be made by way of a short form prospectus in each of the provinces of Canada (other than Quebec) and the Northwest Territories. Common shares may be offered by way of private placement in the United States.

About Gold Terra's Yellowknife City gold project

The Yellowknife City gold project encompasses 800 square kilometres of contiguous land immediately north, south and east of the city of Yellowknife in the Northwest Territories. Through a series of acquisitions, Gold Terra controls one of the six major high-grade gold camps in Canada. Being within 10 kilometres of the city of Yellowknife, the Yellowknife City gold project is close to vital infrastructure, including all-season roads, air transportation, service providers, hydroelectric power and skilled tradespeople. Gold Terra is currently focusing its drilling on the prolific Campbell shear, where 14 million ounces of gold have been produced, and most recently on the Con mine option claims immediately south of the past-producing Con mine (1938 and 2003).

The Yellowknife City gold project lies on the prolific Yellowknife greenstone belt, covering nearly 70 kilometres of strike length along the main mineralized shear system that host the former-producing high-grade Con and Giant gold mines. The company's exploration programs have successfully identified significant zones of gold mineralization and multiple targets that remain to be tested, reinforcing the company's objective of re-establishing Yellowknife as one of the premier gold mining districts in Canada.

We seek Safe Harbor.