Mr. Gerald Panneton reports
GOLD TERRA ANNOUNCES ARRANGEMENT OF A NON-BROKERED PRIVATE PLACEMENT
Gold Terra Resource Corp. has arranged a non-brokered private placement for gross proceeds of $1,960,117 from the sale of: (i) 6,020,585 flow-through shares of the company at a price of 20 cents per flow-through share; and (ii) 4,725,000 common shares of the company at a price of 16 cents per common share.
Gerald Panneton, Chairman & CEO, noted that "These funds will allow Gold Terra to continue to advance its drilling on the Con Mine property under option from Newmont in Yellowknife, NWT. It follows the release of our updated NI 43-101 mineral resource report filed recently."
The gross proceeds from the sale of the FT Shares will be used for expenditures which 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 December 31, 2022. The net proceeds from the sale of the Common Shares will be used for working capital and general corporate purposes.
Directors and officers of Gold Terra are expected to participate in the Offering and will be issued an aggregate of 600,000 Common Shares. Such participation in the Offering will constitute a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("61-101"). The Offering will be exempt from the formal valuation and minority shareholder approval requirements of 61-101 as neither the fair market value of the securities issued to related parties nor the consideration for such securities will exceed 25% of the Company's market capitalization. A material change report will be filed in connection with the participation of the directors and officers in the Offering less than 21 days in advance of the closing of the Offering, which the Company deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and to complete the Offering in an expeditious manner.
Finder's fees of 7% cash will be payable to certain finders in accordance with the policies of the TSX Venture Exchange.
The Offering is expected to close on or about November 16, 2022 and is subject to receipt of all necessary regulatory approvals including the TSX Venture Exchange. The FT Shares and Common Shares of the Company will be subject to a hold period of four months and one day following the closing date of the Offering in accordance with applicable securities laws.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Gold Terra
Gold Terra's primary exploration focus is Con Mine option property which is adjacent to Yellowknife City Gold (YCG) project encompassing 800 sq. km 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 YCG is close to vital infrastructure, including all-season roads, air transportation, service providers, hydro-electric power, and skilled tradespeople. Gold Terra is currently focusing its drilling on the prolific Campbell shear, where 14 Moz of gold has been produced, and most recently on the Con Mine option property including the past producing Con Mine, which produced over 6 Moz at grade of 15 to 20 g/t (1938-2003).
The YCG 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 which reinforces the Company's objective of re-establishing Yellowknife as one of the premier gold mining districts in Canada.
We seek Safe Harbor.
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